Lest I Forget
by Fifekun
Summary: RiD. The Autobots have found a group of protoforms. What happens when two get turned into Decepticons; One into a cat transformer who THINKS she's a cat; and the other has no idea who she is? Contains OCs and possible pairings.
1. Trouble comes in all sizes

*****Author*****

**I am very well aware of how…cartoony this is, but RiD was a cartoony series, and I guess I'm being true to its nature, as well as getting these ideas out of my head. Really this isn't as serious a fic as the Animated one (Don't quote me on that). Anyways I've got a whole lot more OCs in this fic than my other Transformer fics. This is just something I've been thinking of; if you don't like RiD, then please keep your comments to yourself.**

**Otherwise, pls review. It would be nice of you.**

***AB***

A warm summer day…a cold snowy winter…a dark lonely night…A brilliant shine of morning light…

The last thing they could remember was the crashing of the ship…the alarms…the planet coming right at them at full speed. They had tracked down their comrade's ship on the planet…but the planet's winds…the storms. Somehow they overpowered the ship. Their own understanding was clouded; nothing was remembered…everything was forgotten.

…One…Two…Three…

Four Autobot pods lay motionless...the heat had been too much…All one of them could remember was the protection he needed to give them…They were Autobots…and Autobots never gave up…never…

He could remember nothing else as his stasis got deeper…

***TC***

"Finally! Energy worthy to power the base" Sky-Byte grabbed the last of the bombs and gently handed it to Dark Scream. "Be extremely carful with that! If those don't get to Megatron in one piece, then he'll have us slagged, and Scourge will get all the credit AGAIN!"

"You don't have to tell me twice! Ever since those brown nosers came into our ranks, Megatron hasn't cared dilly for us!" Dark Scream growled as he took the bombs into his claws. "This needs to be worth more than what we're paid."

"What Payment?" Gas Skunk asked as he transformed into his beast mode, carrying three bombs on his back. "All the payment we get is a 'Back to work, you fools' from Megatron all the time!"

"No kiddin. We should take a vacation and let the Decepticons do all the work" Slapper growled as he hopped along the road. Once he got so far, however, a familiar light shone in the Predacon's path. The blue glow of the Autobot Space bridge. Four vehicles popped out and transformed into the Autobot Brothers and Optimus Prime.

"Not so fast Predacons! I won't allow you to endanger any of the humans in this city or this planet." Optimus growled, getting into a ready position.

"Hurt the humans? Why would we think of that?" Slapper asked, backing away from the enemies in front of him. Dark Scream landed beside him and scowled. "Nah we just want the energy from these bombs so we can hurt you!"

"Gas Skunk, Terrorize!"  
>"Slapper, Terrorize!"<br>"Dark Scream, Terrorize!"

"WHAT ARE YOU DOING YOU IDIOTS!" Sky Byte turned, flailing. "If those bombs go off, we'll be sent higher than a rocket!"

"That's not news for you" Slapper muttered lowly.  
>"I'm with Sky-Byte, I'd rather not-" Gas Skunk began to say.<p>

"Enough talk Predacons!" Sideburn whipped out his blaster and began shooting at the Predacons. This action made the Preds flail, running around, trying to get out of the way.

"Sideburn, no!"  
>"Cut it out!"<p>

Prowl quickly tackled his younger brother to the ground and knocked him over the head. "Are you out of your mind! If you set off one of those bombs, this city is history!" The cop was cut off as fire power came from the Predacons.

"Take cover!" X-Brawn yelled as he dove behind a large semi. It was a miracle that no humans were around, even if there were, they would have run for cover by now. The rest of the Autobots did the same, looking out from their cover.

"How are we supposed to protect the place if they've got those bombs protecting them?" Sideburn asked, looking over to Optimus. "THEY certainly can't be trusted with those heavy arterially!"

"He's got a point thar." X-Brawn looked over as well. "Any ideas?"

"Hmm…" Optimus thought for a brief moment, before he looked back at the Predacons who were giving them heavy fire. "Those bombs aren't big enough to destroy the whole city separately…together though…it could be very devastating…" He looked over. "There's five of them- if we can get them separately and somehow let them detonate in the water, all we'll have to worry about is a cold shower."

"Sounds like a plan ombre. Only one problem." X-Brawn pointed over towards the fifth bomb. "What about THAT one?"

"Try your best to divert the Predacons from that. I'll deal with that one as soon as- AGH!"

The Autobots recoiled as one of the Predacons plain blew up their shelter. Quickly, all four transformed and drove for the Predacon of their choice. A few waves of confusion, and three of the bombs had already been confiscated, and detonated safely in the lake…Side Burn quickly transformed and grabbed one of the bombs from Slapper's long tongue and had half a mind to throw it attached to the Predacon…

…Unfortunately the force of his attack armed the bomb. Side Burn and Slapper flailed quickly and the Predacon quickly let go, and retreated for his comrades. Side Burn yelped and threw the bomb in the air…which started to land and slammed itself into the parked bomb on the ground.

"Side Burn!"

That was the last thing he heard before Prowl slammed himself against his younger brother, throwing them both away as the instruments of mass destruction set off, a large explosion erupting. The ground shook…the heat of the blast could be felt on their armor…Side Burn could hear the screaming of the Predacons and the yelps of his comrades…

…then silence…

"…mmm…" Prowl slowly got up and shook his head with a groan. Looking down, his optics expressed concern for his brother. "Side Burn! Side Burn are you alright?" He put a hand on his brother's shoulder and shook him.

"Ow…did someone get the license number of the little red sports car that went by?"

"…you're fine" Prowl got himself up and quickly looked to the side. Optimus and X-Brawn were alright…well for Autobots who just endured a large blast like that. X-Brawn shook his head and slowly stood up. "Whoa! That was worse than when Kelly had that accident in me with that import!"

"Look!"

The Autobots paused and looked over as directed…the blast had created a large crater, and inside the crater-…was an Autobot protoform pod. Optimus gasped and marveled…how- HOW?

"Sky-Byte look! An Autobot pod!"

"Oh great not another one-" Sky-Byte hovered in the air and a small thought came to his head…maybe…maybe he could create another Predacon! That way those Decepticons would have another competition against them! Quickly, and without thinking, the Predacon dove for the crater.

"Not on my watch!" Optimus growled, quick to spring up and run for the crater himself. If this was an Autobot pod, he was NOT going to allow another comrade to be taken from his team! The Autobot leader quickly fired his shoulder cannons at the shark. Sky-Byte flinched and then terrorized and charged up his blaster. "Not this time, Optimus Prime! TSUNAMI BLASTER!"

The blast hit the Autobot and he was thrown a few feet back. This gave Sky-Byte ample time to snatch the pod and fly it up into the air. He had to think quickly…He knew this counter acted his actions a few weeks ago…but that was before he knew how much trouble those stupid Decepticons were…

A bird? A reptile? He needed something with speed- OOOF! He yelped as a quick blast from X-Brawn hit the Predacon…as he did that, the pod fired a beam at what Sky-Byte was aiming at…Close to the damage, and curious about what these large things were, a Siamese cat stood on what was left of the building…it paused as the light engulfed it, and then scurried away as fast as it's legs would carry it…

The pod paused as it landed on the ground and a light flashed on its computer…before the whole thing started glowing white.

"Wait-! Sky-Byte! You forgot to- Whoa!" Dark Scream covered his eyes with his arm wings and then looked back up...

"Wait- that thing's a cat!" Side Burn took a step back, looking to his brothers. "Is that thing really a cat?"

"Oh duh, Side Burn." X-Brawn looked over, a sarcastic look in his optics. "It certainly doesn't look like a red sports car!"

The Cat bot paused and looked up slowly. What just happened? Was she dreaming? Did she wake up from a dream? Where was she? What was this feeling? Who were those in front of her? Who were those behind her? She looked around and looked over herself…she was tan with black markings here and there with a strange green symbol on her fur.

"Yes it worked!" a voice was heard above her, and she looked up…was that a…flying fish? She paused and turned to face him…a small slow smile came to her face. Oh yum!

"Sky-Byte! You didn't hit it with your spark energy!" Dark Scream called…earning no response from the shark-bot.

"Wait, you sure?" Gas Skunk looked over. "But it's a Predacon right? It's an animal"  
>"He's got a point though; Didn't Megatron hit the Decepticons with his spark energy?" Slapper looked over from the cat, to Sky-Byte, back to the cat.<p>

Oblivious to their conversation, Sky Byte pointed to the cat bot below him. "Now! Go attack the Autobots! Your enemies!"

The cat bot tilted her head, and then looked over to the Autobots. They looked familiar. Autobots…why was that word familiar?...Oh yes! That's right! She WAS an Autobot! She tilted her head again and then looked back to Sky-Byte. "…Are you a Predacon by any chance?" she asked, looking upwards, her tail slightly twitching.

"That's right. I am Sky-Byte, servant of Megatron, your new master." Sky-Byte looked down. "Why do you need to know?"

"Oh…just curious…" She smirked and jumped into the air. "Cat-Scratch! Maximize!" She twisted and turned, turning from large cat to robot, and landing on her feet.

"Wha- Wha- WHAT? How could this happen! You're supposed to be a Predacon!" He pointed at the femme accusingly. She tilted her head at him.

"A shark's brain is truly tiny" X-Brawn grinned behind his face mask. "You didn't alter nothin'! That means she's an Autobot!"

"No- No this can't happen!" Sky-Byte put his hands to his head. He just HELPPED those Autobots! Megatron would NEVER let him live this one down. He paused as a shiver went down his spine as he realized the look that Cat-Scratch was giving him…

…did she just lick her lips?

"Eh—Next Time Autobots!" He quickly transformed and dove into the lake, swimming away.  
>"Hey! Don't just leave us here!" The other Predacons were quick to make a hasty retreat.<p>

"Hey- don't leave just yet, Sushi…" Cat-Scratch tilted her head and quickly reverted to beast mode and made a move to chase after them.

"Wait! Cat-Scratch!"

The girl stopped and looked over towards the Autobots. The red one had his hand held out in a 'stop' fashion. He paused and took a few steps forward towards the overgrown cat. She watched him for a moment and sat on her haunches, looking at him curiously. He stopped a few feet in front of her, looking down at her. His optics seemed friendly and wise, much nicer than that shark thing.

"My name is Optimus Prime, I'm the leader of our kind here" He extended his hand towards her. "And in the name of the Autobots, I'd like to welcome you to your new home"

"Muh?" Cat-Scratch tilted her head and looked to the extended hand. What was he doing? It felt as though she should know something about this gesture…but her memory circuits were clouded…she knew he was an ally…but for some reason her mind drifted to trying to sink her teeth in that fish thing…Maybe it would be better if she transformed.

Doing so, she noticed the size difference between him and her. As she placed her hand in his, his entire hand wrapped around hers to where she couldn't see it anymore. "Whooooa" Cat-Scratch retracted her hand quickly and then looked over her hand to make sure it was still attached. She looked back up at him and blinked.

He seemed confused, as though he hadn't expected her to retreat. "I assure you, my men and I are here, standing as your allies. Your friends."

"Friends?" Cat-Scratch put her hands to her sides and looked around at the other three Autobots. She blinked and looked back to Optimus. "Friends? Why?"

The leader let out a small gasp at the femme in front of him. Something was wrong with her circuits…he just knew it. He waited for a moment before offering his hand to her once more. "We'll explain on the way…I'd like to take you to our base to be briefed."

"Muh…" Cat-Scratch tilted her head towards him, and then looked over at the other Autobots. "…they seem friendly" she muttered more to herself than anyone. "Maybe…"

"Is she talking to herself?" Side Burn looked over to his brothers, an odd look on his face.  
>"Must be a side effect to her hasty activation…maybe T-AI will know if there's anything wrong" X-Brawn looked over towards his brother. "Be nice, though. The little lady's been through a lotta action for someone who just got outta stasis."<br>"We'll have to get her examined either way- she doesn't seem to be showing much Autobot memory except for activation…" Prowl muttered towards his brothers…

Cat-Scratch however caught this conversation. She perked up and took a step back, looking particularly to Prowl. 'examine?' Why did that strike a sudden fear to her? The large cat took another step back.

_Run away!  
>What? These are Autobots, they're my fri-…what's a friend?<br>Run! The two legger said 'Examine!'  
><em>  
>The femme let out a gasp as her optics glowed briefly. "Beast mode!" Cat-Scratch quickly transformed and got on her paws.<p>

"Wha- Wait! What are you-" Optimus began, before he was cut short. Cat-Scratch quickly crouched down and suddenly took off, her paws rapidly moving as she ran away. "Wait! Cat-Scratch!"

She didn't listen…instead…she got faster. Her eyes narrowed and in a flash a sudden speed hit her…and within a few moments, she was gone.

"Wha-" Optimus was too stunned for words. The Autobot Brothers stood beside him, optics wide from the sudden flurry of movements that had just gone on. After moments of silence, Prowl looked over. "What happened just now?" he muttered.

***AB***

"What? You mean you've found another Autobot pod?" T-AI looked up at the Four Autobots before her, before she turned to one of her screens. "That wouldn't make sense…unless it was the small team that was sent to locate the Decepticons after Cybertron lost contact with them!"

"Wait- there's ANOTHER team?" Side Burn put up a hand. "Not just that cat lady?"

"There were four Autobots that were sent to search for the original team that was sent to Earth. Unfortunately the last contact made with that crew…they were having problems with a strong current from the planets weather…" T-AI looked over to Optimus. "I believe Cat-Scratch may be a part of that team."

"But how?" Prowl looked over to his leader. "The Decepticons were all together in a ship…this one was all alone"

"He's gotta point thar" X-Brawn looked over to the Autobot leader. "Why would Cat-Scratch's pod be separated from the ship?"

"Who knows?...Maybe-"

***P***

"…Maybe the Ship was not too far from the pod!" Dark Scream pointed out quickly. "Then we could make other soldiers for you!"

"And how do you know there will be any other pods?" Megatron demanded.

"Megatron Sir, Autobots never travel alone- the exception of Skidz being; but still!" Sky-Byte stood up, before he quickly went back to kneeling as Megatron cast a glare in his direction. "My reason for saying- where there's one, there's bound to be more!"

"You had better be correct Sky-Byte." Megatron rose from his throne and looked over to the other side of the room. "Scourge! Take Sky-Byte and head for that location!"

"Yes my lord"

"Bu- But Megatron! The Predacons discovered it- we should go as a-!" Sky-Byte argued before he suddenly shrunk.

"SILENCE!"

The Predacons flinched as they continued to kneel. This was getting out of hand…what could they possibly do to get this situation to their advantage now?

***AB***

"It's very possible that Megatron will be searching for the other three." Optimus looked to the Autobot Brothers. "It's crucial that we get there before they do."

"We've gotcha Optimus" X-Brawn nodded.

"But What about Cat-Scratch? We can't just let her roam the city; she could be a hazard to the law" Prowl crossed his arms sternly.

"That's true- but even if she does, I don't think it will be intentional. Something's wrong with her…" Optimus crossed his arms loosely and looked down…she had seemed friendly, and then confused; as though at first she knew who she was, and then all of a sudden she didn't know what they were talking about.

"What's wrong Optimus?" T-AI asked, looking over to the pondering Autobot

"Cat-Scratch was showing signs of an internal problem…"

"Perhaps her pod didn't use filtering, like Skidz when he came to Earth."

"If that's true…then the Cat part of Cat-Scratch is spontaneously taking over" Optimus looked up. "We have to find the pods and secure them…likewise, someone has to find Cat-Scratch and convince her to come to the base for decontamination."

"I'm on it, Prime. I'll send three of the SpyChangers to search for her"

"Speaking of searches, Where's Koji?" Side Burn asked, looking around, and then looking back to T-AI. "He's usually hear by now showing us something neat."

"Koji was invited to a convention held at the main train station" T-AI replied, looking upwards. "Apparently the Owner of the Station was an acquaintance of Dr. Onishi before his capture…"

***K***

Koji looked at the vehicles that were on display and grinned. "Wow I never thought vehicles like these would be on a display; especially at a Train station of all places."

His friend Karl looked over and grinned. "Well, Miss Tomo is said to have a knack for these things…it was either her or one of her brothers that put her up to this." He grinned and pointed towards a fancy car. "But she seems to have her fill too; I mean look at her car! I heard the armor of the car can change color at the press of a button!"

"You're kidding! How? No one's ever been able to do that…" Koji walked as close to the car as he could without bothering the agents that guarded each vehicle. Karl shrugged and crossed his arms. "I dunno…it was just invented, mind you. Guess with all her moolah, she was able to get one with the scheme."

Koji looked from the car, to Karl. "You know, I'm still amazed that they're doing this at a Train Station of all places. Are the trains still running?"

"Yeah, everyone's keeping out of their way…I guess it's a publicity thing. I heard some college student say it was a marketing technique."

"Sheesh. Well if it gets attention" Koji looked back to the car, and then over to the other vehicles, that were represented by other companies and names. There was a train was similar to the Linear RFG…however it looked built to carry heavy things, rather than go fast like the other train. There was also a supped up race car, armored cars…an army vehicle, and a jet of all things.

"Why would the train Station need more publicity than what it already has?" Koji looked over to Karl, who shrugged.

"It's not a matter of if the Train Station gets noticed, but if the groups do" a voice came from behind them. Koji and Karl paused and turned, seeing a lady who was dressed in a business outfit, holding a clipboard. She was dressed professionally, but she only looked about 20 years old. She had a colorful headband in her hair and a shiny pendent around her neck, and she looked somewhat stressed. That didn't stop her from smiling. "You must be Koji Onishi, am I correct?"

"Uh yeah- how'd you-?"

"Your father didn't go five minutes without mentioning you" She smiled and held out her hand. "I'm Lillian Tomo, but you may call me Lilly."

"Oh- You're the one in charge!" Koji looked to his friend, before taking her hand and shaking it gently. "Thanks for the invite. This is my friend Karl"

"Hi!" Karl grinned and held out his hand, in which the girl smiled and shook his hand.

"I hate to drag you boys in a convention like this, but it's really the only time I'm not too busy to make a delivery." Lilly looked over to one of the agents. "Don, would you get the package out of my car?"

"Of course, ma'am." The man nodded and unlocked the car, searching for something.

"A package?" Koji looked over to Lilly, who looked back down to him. "What for?"

"Before your father got captured by those horrible Predacons, It was requested of me to give him a bit of my research." She looked up as the Agent handed a small box to her. She took it and then handed it to Koji. "I'm trusting you to get this to your home"

"Thanks" Koji took the box and looked over it. "What kind of research is it?"

"Oh…just things concerning space." Lilly looked to the side, and then looked back to Koji and Karl. "I best not keep you two very long. I'm sure you have other things to do rather than hang at a convention."

"Are you kidding? These vehicles are so cool, I can't wait to take pictures and show them to my friends!" Karl took a step up and looked towards Koji. "I mean even the Autobots aren't as pronounced as some of these vehicles." The boy said with enthusiasm. Koji looked over to his friend and grinned. "That's because most of the Autobots try to blend…you know- 'cept Sideburn"

"You-…Boys know the Autobots?" Lilly looked down at them, an unnoticeable frown on her face.

"Not me personally; Koji does." Karl motioned to the other boy. "He's so lucky"  
>"Ah cut it out" Koji grinned sheepishly.<p>

Lilly stayed silent, before she let a smile come to her face. "I'd better be going, boys. If you're going to stay…" she took something out of her bag and then passed them to the boys. "Tell my agents to let you look inside any of the vehicles except the jet. I'm sure the Sponsors won't mind."

"Whoa cool!"  
>"Wow Thank you Miss Tomo!" the boys fawned over the passes that she handed to them. Koji looked up and grinned. "You know, you're pretty lucky yourself. You get to work with team bullet train, don't you?"<p>

"Huh?" Lilly blinked and looked perplexed.

"I'm sure you get to meet them all the time." Karl looked over grinning.

"…You boys are funny" Lilly waved her hand in dismissal and started walking away. She paused and looked back slightly, before heading off towards a different sponsor.

"Huh…wonder what that was about" Koji tilted his head.  
>"Hey Koji, the racer car doesn't have such a big crowd anymore! Let's go check it out!" Karl grinned and headed over towards the vehicle. Koji looked over and pushed away his wonderings, eager to check out what his best friend was motioning to.<p>

Climbing the stairs towards the main part of the station, Lilly looked back towards the convention. It looked like things were busy enough…the boys seemed interested in everything, and all the guests seemed satisfied. A slightly nervous look, and the girl put in a password into the key pad and stepped inside. Once in, she let out a small sigh of relief, before walking down the halls and going into the loading dock.

It was nice to see Koji in good health…Dr. Onishi always spoke so highly of the boy. Absently putting a hand to her necklace, she began to fiddle with it. Not a very 'business woman' approach, but it worked…

"Miss Tomo; there's been a requests for an engine to haul a private reunion, a wedding party, and even a congress meeting." A man approached her and handed her a notebook. "Also, two of your brothers came by to ask when the convention will be over; I told them around five, does that sound good?"

"Yes." Lilly took the notebook and looked over the information. "…mmm…Alright, which of my trains are on a good schedule?"

"Well most of your trains are busy with passengers. The train J7 may be available; I think it's an Autobot, so we can trust him with the important jobs."

"Huh?" Lilly looked up quickly. "What did you say?"

"The train? J7? I think one of the engineers said that he thinks it's the Autobot Rapid-Run" The man looked up at her, then looked over. "It's sitting right over ther-"

"Give that train the soonest possible job" Lilly suddenly said quietly. "And-…let it rest at station 6 tonight."

"That's all the way across the city-"

"The wedding party…send my train J4 for that one…" She looked up. "I'll go decorate it right now; I love weddings" She turned and walked away, heading for the main office to get supplies. She glanced back, before entering the room and pressing her back against the door. Letting out a sigh, she relaxed slightly.

"It would be my luck that one of my trains is an Autobot…" she muttered, taking out some streamers and ribbon. "Hopefully that's the only one…" Lilly took out a box and put the decorations inside. She paused and then put a small dish and can inside, before putting the box in her arms and headed out a different door towards one of the holding buildings.

She got inside and let out a sigh, before she headed for one of the trains, a small smile on her face. Looking towards a particular train with green and white paint, with yellow trim, she let out a smile. "Hey wake up baby! Time to start the day!"

There was a bit of silence, before a white cat showed itself from on top of the train. He let out a questioning purr, slowly walking down the nose of the train. Lilly smiled and put down the box. "Staying warm, huh baby? Yeah this one's pretty cool huh? That's why it's defiantly the train for the job, baby." She took out the dish from the box and opened the can, putting the food on the plate and throwing the can away. "You're so lucky; your day starts at noon!"

The cat let out a meow and climbed down. Landing on his paws and rubbing against her legs, the cat went for the food. Lilly smiled and patted his head before taking the box and standing straight once again. "Alright then, time to get this train ready for tonight." She touched a keypad and looked up. "This is train J4…better make it a good one" Putting in her headphones and pressing in a key, she entered the cabin to get to work.

Midnight Express stayed silent, before he let out a pleased sigh. "Well it's not every day such praise is given to me" the aristocratic train muttered to himself, watching the cat eat his lunch. "I should let this little guy sleep on me more often."

***PD***

The stirring…the movement…the feeling of being disturbed…

He opened his optics only slightly…what had happened? Where was he? Where was his team? He could only feel the presence of two of them!...The Autobot insignia on the pod glowed a bright white…something was wrong…something was not right…

"Set them here!"  
>"That convention is perfect for the new Decepticons to take form"<br>"Remember- Megatron will be here in five cycles! We must act quickly!"

…Megatron? That sounded familiar…That was- an enemy-…he couldn't remember!

"Quickly! Scan them!"  
>"Move it humans!"<p>

Screaming filled his audio sensors…something was defiantly wrong! He couldn't remember anything…all he could feel were the sparks near him…his team…and other sparks that felt burning…his spark tightened…he needed to scan and get out!

A scan suddenly came to him…a fast Earth car with some kind of weapon system to it…that would do. Now hurry up! Start the program! The program did start at his conscious thought…it was half done…he figured it would be a good idea to somehow activate the programming in the other pods…his conscious thought was shattered though as a new wave of energy was met.

This BURNING! It went through his spark and throughout the rest of his body! What was happening?

"hahaha"

Wha? Who's there!

"HAHAHA!"

The last thing he saw was the face of Megatron…and the Predacon's claw closing around his spark.

"NO!"

***AB***

"Emergency! Team Bullet Train, The Decepticons are attacking train station number 5!"

"Wha? No they're not- AAAGH!" Rapid Run suddenly flailed in his train mode as a large boom made its way across the ground. "Uh- reverse that- I'm on it!" He winced and took off his load. "I'm so getting blamed for this…" He hyper railed and headed outside as quickly as he could.

"I'll be there in three cycles! I was already on my way there. I'm going to leave the passenger train behind so the humans don't get hurt!" Rail Spike growled over the com-link.

"Oh boy- looks like I got to disturb this little guy's nap; Duty calls however…" Midnight winced and very gently took out his hand and picked up the cat from his roof. The white cat woke up immediately with a surprised look on his face as he was gently plopped down onto the ground. "Sorry little fella; I'll be back of course. Good thing your girl is on break though." The polite train quickly provided a hyper rail to get outside and drove off...

***TS***

"Excellion! Transform!" The sports car transformed and stood up tall, looking up with his ruby optics. The cool crisp air blew against his red and blue armor, and his Decepticon insignia shown on his chest boldly. He looked down slightly at himself…for a moment…it was like he heard a shout of denial in his spark once he saw that insignia…why?

"Astrotrain! Transform!" Another voice came from behind him, and Excellion turned around to see the voice's owner. Behind him a very large black and silver Decepticon transformed and looked around. He seemed a bit confused at first, before he locked optics with Excellion. Something between them seemed to…click…

"I am Megatron, your creator. Obey me and you will be my soldiers"

The two mechs looked from each other to the large Predacon hovering above them. A moment seemed to pass, before Megatron's optics glowed lightly. "You, my new Decepticons; will follow my command!"

A sudden wave hit their sparks, and they stood up straight. "Sir!"

"An excellent idea in scanning a train, Scourge. Not one of the Bullet trains will be able to take on this one's strength." Megatron smirked at his two new soldiers, particularly Astrotrain.

"But remember, lord Megatron; there are three bullet trains-" The black Decepticon began, before Megatron looked over. "I didn't ask for your opinion…Sky-Byte! Hurry up and scan that last pod!"

"With pleasure my liege" The shark bot turned and looked around…that color changing car would be a great stealth Decepticon- but then, that fighter jet looked promising. Finally he decided and started to scan the jet…

"Not so fast, Shark breath!"

A sudden blast hit the Predacon, and he was sent back a foot. Sky-Byte looked over and flailed upon seeing the newly arrived team Bullet train. "Wha- Wha- How did you get here so fast!"

"Duh- It's a TRAIN station" Rapid Run mouthed, before shooting Sky-Byte backwards. The shot made the Predacon turn and smack the pod by accident, sending the still scanning pod to the ground. It's scan direction was suddenly changed to aim at the car instead…moreover, the harsh impact on the pod made it begin to spark and fritz. A red light suddenly started flashing on the computer.

"SKY-BYTE! YOU FOOL!" Megatron growled, flying down to attempt to get to the pod…

"No way, Megatron! You won't hurt that Autobot on my watch!" Rail Spike shot his shoulder cannons towards the tyrant. Midnight Express and Rapid Run ran up and added to the attack, letting out battle cries.

Scourge growled and took out his Sword of fury, before he got thrown away by the blasts of the trains. It seemed less than a minute, and even Sky-Byte was sent back. Oh great, why did they leave the other Predacons and Decepticons at the base?

Megatron growled and turned to the new Decepticons. "Astrotrain! Excellion! Attack the Autobots!"

Excellion let out a small breath, and turned to the trains. All three looked back expectantly; ready to defend the pod, the station, and themselves. Excellion was quiet for a brief moment, before he looked back to Megatron. "But-…there's something familiar about them" He replied lowly. Astrotrain, however, turned fully towards the trains. "Perhaps the familiarity is a feeling of an enemy we need to fight." He replied in a more hollow, dark voice, drawing a blaster and aiming at the bullet trains.

"No- He's right." Rail Spike took a small step up. "We're not your enemies"

Excellion seemed to have trouble with this…Astrotrain on the other hand…not so much. "You are now." The dark train replied, opening fire on the bullet trains. Excellion was silent for a brief moment, before he frowned, and aided Astrotrain in attacking the three trains. The fight went on, it looked as though they were evenly matched for a while…

Scourge on the other hand took this chance to get to the pod, which was still flashing a warning light. Looking over it, he glanced towards the battle…then towards Megatron…If he could get his spark energy into this pod, he would have another soldier loyal to him…The only thing he hadn't counted on…was the fact that it was activating its self already.

"GET AWAY FROM THAT POD, DECEPTICON"

Scourge found himself knocked over by Optimus, who had arrived via space bridge. The Autobot leader stood up fully and looked over the situation…The bullet trains were now Rail Racer and fighting-…new Decepticons? Oh no! He got there too late! He paused and looked behind him…the pod was pulsing…but it wouldn't activate…

"Don't turn your back on me Optimus!"

Scourge rammed himself into the Autobot leader, who fell backwards. With movements, Optimus quickly turned and fired a barrage of blasts at his nemesis. Since Scourge had basically all attacks that he had, it was tough to really get the drop on him unless he was really into it…The Autobot leader really didn't want to take it too far- ooff!

He was sent hurling back by a swift kick…a powerful kick. He shook his head and looked up. The two new Decepticons loomed over him, looking towards him. Astrotrain aimed his weapon at Optimus and scowled. "This is almost too much." He muttered lowly. Excellion on the other hand, just stood there, looking distant. "Astrotrain…that's enough, let's just take the pod and go"

"Are you kidding? We can destroy our enemy for Megatron right here and now-"  
>"Because he hasn't attacked us." The red and blue mech looked up at the larger mech behind him. "There's no point"<p>

"You two- Listen to me- You're Autobots. Don't listen to Megatron and his control." Optimus looked up at the two…who looked back, apparently deaf to his plea.

"Optimus! Hang on, I'm coming!" Rail Racer paused and looked over to where Sky-Byte was starting to take the pod away. "Oh no-" He looked from one situation to another- what was he to do? He couldn't let that pod fall victim to the control of the Predacons- likewise, he couldn't turn his back on his leader!

"Well done Astrotrain and Excellion! Now destroy Optimus Prime!" Megatron transformed in mid-air and pointed towards them. Excellion looked up towards the Predacon. "Why? What has he done?"

"DO AS I SAY!"

Excellion was silent, before he winced slightly as his spark tightened. He frowned and took out his blaster, aiming it at Optimus…before they were both blasted a good fifty feet away, gratification of Rail Racer. Optimus looked from the Decepticon, to Rail Racer, who stood over his leader protectively. "Not while I'm around." He growled.

"Retreat- we got what we came for" Megatron finally growled, transforming into his bat mode and flying off. "Decepticons retreat!"

Optimus and Rail Racer watched them go, before they both looked over towards Sky-Byte, who was a good quarter of a mile away, dragging the pod across the road. "We have to stop him!"

"I'm on it" Rail Racer glared at the departing foe and started making off for the shark.

Sky-Byte was trying to figure out a way to transport the pod…it was hard when it was making strange sounds, and sparking whilst he had to carry this thing…it seemed each time he got it down another block, it would get a little heavier. Sky-Byte growled and looked towards the pod. Was it activating? And even if it was, why was it taking forever?

He looked towards the screen…it continually flashed the word 'error' on it…was there something wrong? Was this even worth his time?

"Hi Sushi!"

Sky-Byte gasped and suddenly got stock still before he slowly turned his shark head around. Cat-Scratch stood on her four legs behind him, her tail slightly swishing and a toothy grin on her face. "Is that a present for me? Aw you shouldn't have!" She took a few steps up. "What else you got for me, Sushi?"

"Na-na-na- nothing!" Sky-Byte threw his fins in the air, dropping the pod in the process. "Here! Take it! It's yours! Wahh!" The shark quickly turned and flew into the air, unable to really keep still under her eyes. She looked like she was ready to EAT him!

Cat-Scratch sat on her haunches and watched him fly away. "Well I wasn't gonna hurt you…I just wanted to chew on your fishy tail…hmm?" She paused as her attention was diverted from the retreating shark, to the malfunctioning pod. A slight head-tilt of concern and the cat slowly walked over to it. A slight pawing at the device, and she looked up at the coming sound.

What was THAT?

"Hey-" Rail Racer landed close to the pod, and got his gun out readily. "Don't you even think about hurting that Autobot pod!"

"You're BIG!" Cat-Scratch replied, oblivious to his demand.

"Wha-"  
>"Rail Racer- hold on!" Optimus rolled up and then transformed. "Hold your fire- she's one of us."<p>

"A cat transformer? I assumed she was a Predacon."

"It's certainly new, it'll take some getting used to." Optimus looked from the train giant, to the cat bot, who was sitting beside the pod, looking from one to the other curiously. "Cat-Scratch…It's alright, we're your friends. Did Sky-Byte hurt you?"

"…who? Sushi?" Cat-Scratch finally stood up on all of her paws and tilted her head. "No- but he left before I could get a catch."

"Hmm…" She certainly sounds like a cat… "As long as you and the pod are safe…Rail Racer- please help me get the pod to the base."

"Right" Rail Racer spread his arms out, before breaking down back into the three bullet trains, who gently went to the pod to get it up. Optimus looked to Cat-Scratch, who was observing. "Cat-Scratch, you are welcome to come with us to our home" Optimus offered. "You would be a welcome member of the team."

The cat looked at him oddly. Wasn't she already part of a team? Oh well, these guys looked friendly. "Cool" was the reply.

***AB***

*****Author*****

**Don't worry, I'm not turning away from 'Don't bother Trying'. That story has much more to it. But if you're a RiD fan, or if you're just reading; at least let me know what you think of the first chapter.**

**Cat-Scratch, Ray-Night, Lilly and Fife belong to me!**

**Everything else belongs to Hasbro!**


	2. A new friend

***AB***

"Overall, the pod's vital signs are alright." T-Ai looked towards Optimus. "But something's wrong with the programming chip; I'll have to find a replacement quickly before it comes online."

"Please do" Optimus looked over. "It looks ready to activate at any second"

"My question is why it hasn't activated already?" Rail Spike asked, looking down at the smaller bots with a concerned face. "I mean, the Decepticons didn't take this long."

"I'm not sure…" Optimus looked back to the pod, which let off a steady pulse every now and then. "I'm…hoping it's not a blank."

"A blank? What exactly is that?" Side Burn asked, looking towards Optimus.

"It's a protoform that's either in the beginning stages awaiting a spark; or it's a protoform that's lost its spark and is in a modified stasis until it finds another." Optimus paused and looked over to T-Ai. "Scan the pod and make sure that the spark is online"

"Roger…" T-Ai did so and paused for a moment. "Sir- The protoform's spark is functioning correctly; all we have to worry about is fixing the programming chip."

"Good." Optimus nodded, before he looked over as Cat-Scratch padded in, still in her beast mode. X-Brawn and Prowl walked behind her, looking towards Optimus and T-Ai. "We put her through the chamber, but the computer said that all her systems were completely fine" Prowl reported.

"All her systems checked out, and the little lady is reported fit for duty" X-Brawn paused and watched as the cat bot put her paws on the pod and sniffed at it. "I personally don't believe it…"

"That's strange…Cat-Scratch, will you transform for me?" Optimus looked over to the girl, who looked up. "Muh?...Sure. Maximize" Quickly her body twisted and turned, before the femme stood there with a curious look on her face. Optimus was silent, before looking to X-Brawn. "Did you get her in beast mode, or Robot mode?"

"We got her in Beast mode…didn't even think about robot mode"

"Maybe that would help" Optimus looked back to Cat-Scratch, who seemed interested in the pod…the pod that was now pulsing rapidly. He winced, before gently grabbing Cat-Scratch by the shoulders and pulling her away from the pod. But as soon as it started…it stopped.

"Strange- a normal pod would have activated by now."  
>"It's actually a good thing that it didn't, Optimus" T-Ai looked over. "If it activated before I fixed the programming, the Autobot inside wouldn't have a clue as to who his enemies or allies are; and would be prime to deceive."<p>

"We can't let that happen…T-Ai, has the pod already selected a vehicle?"  
>"I'm not sure- I'll have to check as soon as I'm done with the transfer."<p>

"Very well…" Optimus looked towards the three larger mechs. "Team Bullet train, you three are dismissed."

"Yes Sir" The three transformed and let a space bridge open, before going through to return to their duties.

"Wow" Cat-Scratch paused and looked over herself, then looked back to the now empty space that the three trains had occupied. "Is that what I was supposed to be?"

"No- uh no. What you transform into doesn't make you who you are" Optimus put a hand on Cat-Scratch's shoulder. "Being an Autobot is a matter of Spark, not form"

Cat-Scratch looked towards the Autobot leader, and then smiled. "Somehow I believe you, but I'm not sure why"

"Don't worry, you'll get used to the change." Optimus looked over. "T-Ai, how long will it take for you to be able to fix the pod?"

"At least an hour, Optimus" the hologram replied, looking over the pod. "It sustained damage, so I'm going to have to work carefully."

"Do what you can, T-Ai." He looked over towards the Autobot Brothers. "Sideburn, Prowl, you are dismissed. X-Brawn, please take Cat-Scratch back to the Medbay and get her ready for a full examination"

"You got it, boss-bot"

Cat-Scratch looked up from rubbing her helmet…there was that word again…it seemed so simple…but why was a cold fear entering her body?

_nono! I won't have it! No one vets this cat!  
>Wai- What are you talking about? I'm sure they're just trying to help-<br>Help my tail! Get me out of here!_

Cat-Scratch gasped as she suddenly and unwillingly went into beast mode and got into a defensive stance…before she plain dashed for the nearest exit.

"No- Cat-Scratch!"  
>"Not again!"<br>"Hold on!"

A flurry of movements- a few surprised yells…for a moment there was stunned silence. "Ok that's it, I'm apprehending that feline" Prowl turned and transformed, heading after the cat.

"Prowl! Be careful with her" Optimus ran out, following, Side Burn and X-Brawn close at hand.

"Oh no- that's the second time this has happened!" T-Ai turned quickly. "I'm so glad Koji doesn't have any pets when HE comes over!"

***DC***

"You worthless fool, Sky-Byte! That pod was in your grasp, and you let it slip out of your hands! How dare you even call yourself a Predacon!" Megatron roared as he threw a large chunk of his throne that he had torn off himself in his rage. "No doubt the Autobots have already activated the protoform and made him a good-doer."

"F-Forgive me, lord Megatron!" Sky-Byte whimpered. "It-…It wasn't my fault! That new cat Autobot had-"

"A Cat Autobot…A CAT AUTOBOT!" Megatron stood, his furry blazing in his optics. "You are a SHARK! Compare to you, she SHOULD be a whimpering kitten!"

"Eh—But sir-"

"SILENCE!"

Sky-Byte shut his mouth and looked down as he kneeled. This was embarrassing; Megatron had a point. On earth, A shark was far above a domestic cat in the food chain. Oh BOY was she gonna pay!

Excellion looked from Sky-Byte, to Megatron. For some reason, this version of leadership wasn't…very appealing to him. He couldn't figure out just why though. He glanced briefly to the large train mech beside him. For some reason…he and Astrotrain were inseparable; like they were already a team, even though they had already had about a dozen arguments on the battlefield alone. It was like they were…brothers…

The Decepticon looked over to the side. He felt like something was missing though…something he was supposed to protect…

"What's your problem?" Astrotrain asked lowly.  
>"I feel like something's off; like there's something I should know and It's not coming to me" Excellion replied, closing his optics slightly. What was it?<br>"Well get rid of it, before that Shark points you out"  
>"Nah…His head is full of gel...he's but a gelshark…"<p>

"Scourge! Take your Decepticons, as well as the new recruits, and search for the best means possible for energy"

"Of course my liege."

Excellion looked over from his thoughts to the Decepticon known as Scourge. For some reason he got the feeling that he wasn't going to enjoy his service to the Decepticons all that much. He glanced towards Astrotrain, who glanced over to him, and then looked back to the other Decepticons.

Thus their services and their mystification would begin…

***C***

Run…run…run…

After what seemed like a long time, Cat-Scratch suddenly stopped. How…did I get here? Looking around, she didn't recognize her surroundings…last thing she remembered, she was talking to Optimus- and then suddenly nothing. Didn't that happen once before?

The cat padded down the ally. Ok, think. What happened? How'd she get here, and where were her friends?...Friends…why was she calling them that if she didn't know what that meant? Finally she stopped when she got to the end of the ally. There was a large patch of green before her, surrounded by allot of structures. The cat looked around, this was very pretty, but…still, how did she get here?

Padding across the grass, she couldn't help but feel like something was watching her…was there something out there? She stopped for a moment and her ears perked up. What was that noise- ow- what the-?

She looked down and blinked…there was something white at her feet…a cat! Cat-Scratch let her mouth hang open, before her optics glowed slightly.

_A rebel! Gotta fight for dominance!  
>Oh come ON! It's so cute!<em>

Cat-Scratch crouched down and finally just laid down on her belly, watching as the thing yowled and hissed at her.

"Go away! Go away! This is my home, got it? No other cats allowed!"  
>"Cat?" Cat-Scratch tilted her head and very gently put her paw on the cat…unintentionally forcing him down on the ground due to her strength. "I'm an Autobot! My name's Cat-Scratch, what's yours?"<p>

_What are you doing? He's an intruding cat!  
>Oh chill off! He's too cute and too small to fight.<em>

"ooff…" The cat struggled under her grip, grunting in the process. "I'm Fife- and you're on my lawn!"

"Lawn?" Cat-Scratch looked around, absently pressing down harder on the cat, making him yelp.

"Alright! Alright! OK! You can go wherever you want- jus- just lemme go!"

"Huh?" The Autobot paused and winced. "Oh! Sorry-" Lifting her paw and standing up, she took a step back from the little cat. "You ok?"

"Fine" Fife panted and shook his head a few times, before looking up at her. "I suppose I'm under your command now…but if you hurt my person" he growled lowly.

"Under my command?" Cat-Scratch leaned down. "Listen, I don't command anyone, I just don't know where I am. You think you can tell me?"

"Uh- sure; you're on my person's property."

"Muh…Great, now I've gone and done it. Now I don't even know where I am" Cat-Scratch looked back down to the cat. "Hey- do you know where any of the Autobots are?"

"Autobots? You mean those Cars that turn into big humans that my person doesn't like?" Fife sat down and tilted his head. "I think her friend has one a few litters from here." He waved a paw back in the direction she came from. "I think some of the whistle things she has are those too"

"Whistle things?" Cat-Scratch looked over the hill where the cat was motioning. Below, his paw was motioning to the large Train station in the bulk of the city below. She blinked, he must've been talking about those big mechs back at the base. Optimus DID call them 'Team Bullet train' after all. She looked back to the little cat. "Why doesn't she like the Autobots? We're really friendly. I woke up knowing that we were supposed to protect."

"I dunno" Fife looked over and leaned over as he scratched his ear. "I think they're pretty nice; I mean J4 lets me sleep on him while he's warm"

"J4? Must be someone I haven't met" Cat-Scratch looked over. "Thanks my little neko! I hope to see you again!" Quickly she crouched down and started running for the city.

Fife watched her go, a crazed look on the little cat's face. Sheesh, no cat was that fast; then again, she said she was an Autobot. Dropping the matter, the cat stood up and padded for the nearby house.

***AB***

"This is going nowhere…I'm going to have to upload this manually…but in order to do that, I'll need full attention on the screen" T-Ai looked up. "Holo-projector offline" A moment passed, and her human hologram disappeared, whilst the main computer worked in a deeper concentration to get the download for the protoform functioning.

A small ray of light…a small hope in the night…  
>Loneliness in here is done…now my day has begun…<br>The innocent will be protected, and life will go on…

But…what am I?

The Pod suddenly flashed a bright white in the base…before a purple car lay on the ground, engine idling softly. The car paused and looked around…she was alone- where was she? A small pause and she rolled across the ground slowly…

The car let a small moment go by, before seeing an opening. Without further ado, she went for it to find out more. As she continued to drive, the next thing she knew was another opening automatically went down. Going up the ramp, she went through a tunnel and…found herself coming out of a parking garage.

There were other vehicles out there…hesitantly the car went and drove on the roads, unsure of what exactly she was doing…continuing on, she looked up at the signs, and the directions…what did all of these mean? As she drove, she heard a loud sound behind her. What was that? She went straight through a red light in her confusion, looking in her rear view mirror. As soon as she went through, other cars swerved and blasted their horns.

My this was a strange place, huh?

She continued to drive, passing several other cars in the process. More sounds from those vehicles. More confusion. She was wondering what all of this was about…maybe if she continued to drive, she'd find someone who would answer her questions…

As she passed one block…

…X-Brawn passed another not too far away. "Ok, I'm not gettin' the lil' darlin'. How's your end Side Burn?"

"I can't find her; What about you Prowler, you find anything?"

"Suspect is not in range…and DO NOT call me 'Prowler'!"

"This is pointless then!" Side Burn sighed. "How do you find a giant cat in a city as big as this, when only four of us are on patrol?"

"It has been almost a megacycle…Prime, I'm not sure we're gonna find the little critter." X-Brawn agreed with Side Burn. "Not that I don't care-, but I think she's lost us again."

"We've got to find out what's been freaking her out- I've never seen an Autobot become scared for no reason…" Optimus seemed to ponder to himself. "…Return to base, perhaps after T-Ai is done with the pod, she'll be able to pin point Cat-Scratch."

"Roger that Optimus. We're- OOFFF!" Prowl gasped as he was suddenly sideswiped by a purple car with yellow trimming, and spun slightly on the road. "What the…grr, not in my city you don't! Come back here you law breaker!" Prowl growled and got faster. "Pull over! OR I'll place you under arrest!"

….huh?

The purple car heard a wailing sound behind her, and through her mirrors, saw a white vehicle with flashing lights on top, a screeching sound emitting from the top of the car. "Strange…this place has more to offer me…" She muttered to herself, before she plain put on her brakes at a full stop.

"WHOOOA!" Prowl yelped and quickly transformed, near flying over the car and landing flat on his face in front.

The car sat there for a moment. There was something oddly familiar about this guy…Staying parked in her spot she watched as he slowly got up and rubbed his helmet. "He's white…" She muttered as an observation more than anything…however, as soon as she said that, her armor turned white.

"Alright, lawbreaker." Prowl turned around and pointed his finger. "I'm taking you and your car to-…eh?" the Cop paused with a gasp…all that was there was a few parked cars, and a white car in front of him. "Wha- wait- what happened to the purple car I was JUST chasing?" He looked this way and that. "Slag- how embarrassing…" He growled and transformed, quickly speeding away.

…The car he was chasing watched him go, startled. He had told her to pull over…then he runs away? Unsure, she followed, wondering where he would go…but once she turned the corner, he was already gone. She drove for another mile…before she finally stopped at a dead end road, overlooking train tracks.

"Where…did he go?" She rolled up slightly…onto the sidewalk…and started rolling down the hill. "Wh- Whoa! Ray-Night, Transform!" Without really knowing what she had just said, her body twisted and turned from a vehicle, into a purple femme with yellow trimmings here and there. Planting her feet firmly on the ground, she managed to keep herself from sliding further down the hill. She slowly stood up fully and looked down…did she just get taller? And…who was Ray-Night?

"Wha-" As she looked over herself, she suddenly fell on her toosh against the grassy hill. Blinking, she looked down…she looked like that person from earlier…Maybe she was supposed to follow him after all. She looked up the hill…maybe if she tried. She turned and attempted to climb back up…just to fall on her toosh again and slide down a little. Well…that went well…

WHOOO….WHOOO!

Ray-Night looked down the hill…something was going along the tracks. It was going very fast, and it looked so graceful gliding through the wind. "wow…" Unsure of what was really captivating her, she slowly got closer to the bottom of the hill…it took a few minutes, but she finally got to the bottom. When she finally got to the tracks, she looked this way and that…that…thing had gone this way…Without thinking, she transformed and followed the tracks in the direction the train had gone.

***TS***

"Well…at least it will be ready for tonight" Lilly muttered as she took a few steps away from Midnight Express, looking over the Bullet train and it's…modifications. She crossed her arms and looked over to her assistant. "When I went out for lunch, I really wasn't expecting the Decepticons to attack my train station"

"There's no tellin' with those nasty robots" The assistant muttered, looking over to the owner. "All of them are just no good"

Lilly frowned and took a few steps up, running a hand over the train to make sure it was clean. "I wouldn't say that…" She looked up. "The wedding starts in three hours…I want you to get Kent out here to get this Bullet train to its location. The actual load train, but this engine can't be out for more than five hours, alright?"

"Yes ma'am." The assistant looked back to the train. "But what about those troublesome Decepticons and those bothersome Autobots?"

"…" Lilly looked over and frowned once more. "That's not your concern."

"…Yes Ma'am."

Lilly watched the man leave the room, and then looked back to the train. With a sigh, she went into the cabin to make sure everything was in place for the wedding. Everything looked good…now all that was left was for Kent to take the train to the wedding, get through the wedding, and bring the whole train back…

Boy it was lovely being the owner of all this…tch…not…

She jumped slightly as her cell phone rang. Walking into the main control deck, she sat down in one of the pilot seats and looked at it…ah man. With a sigh, she just put it on speaker and set it on the shelf in front of her. "Lilly here…what do you want this time, Mike?"

"Aw common, that's a fine way of greeting your favorite brother"

Lilly shook her head slightly. "What is it?"

"Well we got word that the Predacons and the Decepticons hit the Train Station, I mean- is everything alright?"

"Well there was some damage to the convention…minor damage to the actual station; but none of my trains were damaged; thank goodness" Lilly leaned back in the seat and looked out the train's window. "I was taking a break at that time, but I ended up coming back to just take Fife and leave him at home."

"Aw come on, that little cat is as tough as nails" The man chuckled. "Hey- did you deliver the package?"

"Yes I did. Now can I go?"  
>"Nope" Mike chuckled again. "Sheesh, it's like you don't want to talk to me!"<p>

_That's because I DON'T_. Lilly crossed her arms and looked back as the man continued to talk. "Listen, Rick and John want you to call us next time there's a Predacon situation over there."  
>"There won't BE a Predacon situation out here again." Lilly muttered.<p>

"Well not for a while, I mean at least the Autobots are usually on top of things. Were there any Autobots at the fight?" He paused. "I mean they did protect the place, right?"

"You're kidding right? There were Predacons AND Decepticons there…of COURSE there were Autobots!"

"Come on, sis. I'm a cop, I could point my finger at you if you didn't answer my police questions."  
>"Yes, but you're also my brother…which gives me all the right to do this"<p>

Lilly pressed a button on the phone, hanging up on the officer. With a slight sigh, she set the phone on vibrate…she wasn't in the mood for any more calls today. She stayed sitting in the seat for a while longer, fiddling with her necklace…She loved her brothers; but since they were ALL cops…she found it hard to talk to them.

Although, her sarcasm towards them didn't help. Lilly looked down slightly…did he really have to go and mention the Autobots? Didn't he know how she felt about them? Probably not…since they were all policemen, they got to work with Prowl and Tow-Line…

"Why did God invent brothers? They're such a pain…" She sighed gently.

_Oh if X-Brawn or Prowl were hearing this, they would most defiantly agree. _Midnight Express thought to himself as he eavesdropped through the whole thing. The train wasn't exactly sure what her problem was; she seemed to be having a good day. Then again she was always a slight bit cranky whenever her brothers called, or whenever her brothers were motioned. It reminded him of Prowl really.

"Miss Lilly?"

The girl sat in the seat for another ten seconds, before she stood up, looking out the window. Kent had come. Good, time to get the show on the road. As she started to exit, she paused when her necklace began to glow faintly. Pausing, she took the pendant and hid it in her blouse and continued out of the train.

"Hello Kent" she greeted, walking over to meet him. "Did Leon take J7 on its route?"

"huh? Oh Rapid Run? Yeah, they left after the Team of Bullet trains came back from the fight they had." Kent smiled. "Oh you should have seen it. With your enthusiasm of trains, you would love Rail Race-"

"J7 is scheduled for Station six tonight, correct?"

"Uh-, yes ma'am."

Lilly nodded and then looked to the side…he said train's'. That meant there was more than just one…"Kent, after you come back, I need you to lock up. I've got Church tonight"

"Yes Ma'am. Are we still scheduling night trains?" The man watched as Lilly started to head for the door.

"Of course we are" She replied. "But the main offices are locked during the night, didn't Don tell you that?"

"Ye- Yes ma'am" Kent rubbed his head lightly. "Sorry- I'm still learning"

"It's alright" Lilly turned and smiled. "Make sure you check that train back in when everything is over. And don't get it in any trouble; it is my favorite train after all." She paused and picked up her phone. "Hello?...Hi Kelly, what's up?...You're car dissapered again?...Ok I'll give you a ride…No I'm not telling my Brothers; I don't want all FIVE of them fawning over me like some…kitten" At that she went through the door to call it a day. Plenty there had been and plenty there would still be.

_Oh my my my. I've never been more flattered. Me, the boss's favorite train; oh, what a marvelous compliment!_Midnight had to drag himself out of his thoughts as the engineer got ready to take the train out for duty.

***DC***

The roads were clear on the outskirts…it wasn't too much for him to maneuver around on the streets…he could see that not too far, his counterpart had made himself at home on the tracks…

Excellion continued to drive. What exactly did Megatron want in…'energy'. He could think of good ways to make it themselves…it would take work, but it would still be effective. Only problem? Megatron, Scourge and the rest of the Decepticon / Predacons didn't look like they had that much patience. He continued to ponder…what could he possibly do to make any of them happy for a long period of time?

"Excellion to Astrotrain. Have you found anything that would even be remotely useful?"

"No. This planet looks pretty expendable. The only thing I've really seen is maybe stealing energy from a power plant or something" Astrotrain muttered. "Problem; I think the Predacons have tried that."

"No doubt…they've been online for longer than we have…my offer still stands; why not just make our own energy? I know the humans have ways of doing that." Excellion paused and slowed down…the vehicle in front of him was going slow…

"Are you kidding? Why make it when we can break it?" Astrotrain huffed. "Besides, All that would take too much work."

"…Astrotrain- do you get the feeling that…we're not on the right side?"  
>"Nope. I feel fine, you should too- don't get all sentimental on me"<p>

"Hear me out. Ever since I've been online, I've felt a tug of war inside of me. It's like I want power, and I want to fight- but I don't want anyone hurt" Excellion suddenly went silent. If he ever said that to any of the other Decepticons…

"I think you should blow it off." Astrotrain scoffed. "Forget about it, and let's just do what we're programmed to do…and for crying out loud! Pass that stupid car already!"

"But the humans have Speed limi-"

"You are so WEAK!" Astrotrain scoffed and increased his speed, his tracks going straight. Excellion stayed behind the car, wondering how exactly he knew that he was behind a car in the first place…With a small sigh, Excellion increased his speed and passed the car in front of him. Making sure he was away from the vehicle, he got back into the correct lane and took off at a higher speed…

He finally stayed silent. Even though he had some sort of connection to Astrotrain…he had something that Astrotrain didn't…just what, he was not sure. As he turned the corner, he suddenly skidded and swerved, coming to a sudden halt. With a pant, he looked up; there was a very large cat in the road…it looked an awful lot like one of the Predacons…

Cat-Scratch stayed still for a moment, before she ran off of the road, and ran across the field where it was safer. "Wow, I should watch where I'm going!" she muttered, running off.

"She should watch where she's going…" Excellion muttered to himself. He watched her leave, wondering to himself. "Excellion to Sky-Byte; please tell your lackeys to stay off the road if they don't want to be flattened."

"What? My soldiers aren't stupid enough to travel on a high speed road!"

"Really? Well I just saw one, Gelshark." Excellion turned and started driving once more. "Tell her to stay out of my way…please."

"Her-? I have no femal-…He found that cat!"

Cat?...that's right- One of the Autobots was a Cat transformer. He couldn't believe he didn't catch that. Very soldier like of him…He turned around in mid- drive and spun his wheels at a high speed and went back the way he came. He could see the cat running into a field…and plain lost her when she went into a corn field. He stopped on the road and debated with himself…

"Sky-Byte to Excellion; do you have a visual on the Autobot"

"Well…sort of…"

"Follow her! She could lead us to the Autobot base, I'll be there directly."

Excellion was silent for a while, before he did as told. "Don't get your teeth in a bunch, Gelshark…" The Decepticon frowned in his car mode and drove off the road in attempt to follow the cat.

***AB***

"And when I was finished with the program, the pod was gone" T-Ai looked ashamed of herself. "Now because of me, there's an Autobot out there driving around with no knowledge of who he is, or who's side he's on"

Optimus looked over the last bit of security tape, and then looked to T-Ai. "Don't blame yourself T-Ai. You did what you could."

"Well this is just great. Now we got TWO Autobots to chase." Side Burn crossed his arms. "And I had a hot date tonight"

"Your 'hot date' can wait, little brother. We've got comrades out there." X-Brawn said calmly, looking over the security tape once again.

Prowl was silent as he looked over the video again and again. "…this car-…It looks exactly like the one I was chasing earlier. No respect for traffic laws whatsoever!"

"Well maybeh he has no respect for the traffic laws, 'cause he has no knowledge of the traffic laws" X-Brawn suggested, looking over to his stiff-necked brother.

"That's possible. The fact that the programming chip was damaged would mean that the Autobot has no clue how to behave in an unfamiliar territory…" Optimus looked over to the holographic girl. "T-Ai, is there any possible way you can lock in on Cat-Scratch's energy and the new Autobot's energy?"

"Not a problem. I was able to scan them both while they were here. I'm surprised I didn't think about that, Optimus." T-Ai typed into the computer and looked up to the screen…two energy signals were separate on the screen…they really weren't that far from each other…wha… "That's strange- I'm getting another signature that's following Cat-Scratch" T-Ai looked towards the screen. "…I can't get a precise location on it though…"

"This is R.E.V. calling head quarters."

Optimus looked from T-Ai, to the spychanger calling in. "Go ahead Rev; is everything alright?"

"Well so far, but I just saw that cat-lady that y'all were lookin' for. She looked like she was looking for something, and she was heading for a train station, and then all of a sudden, she changed directions and started heading for the police station." Rev paused and then got serious. "There is a problem though, there's a vehicle following her and I think it's one of those new Decepticons T-Ai briefed the team about."

"Oh? Do you have a visual on them?"

"Yeah, I'm following them right now."

"Relay that visual to T-Ai"

There was a small pause, before a picture on the screen showed up. It showed Cat-Scratch in the far front running towards the city; Excellion in his car mode wasn't far behind…but he wasn't firing on her or making any sort of attempt to disturb the cat.

"…Rev stay on them; I'm going to go check this out-"

"Rail-Spike to Optimus Prime"

The Autobot leader paused and looked up to the visual of the older leader of the trains. "This is Optimus Prime; are you alright?"

"Well if you consider my observance of Astrotrain having some sort of demolition derby on the tracks with a car; then yes, I'm doing fine." Rail-Spike sounded disturbed. "I need the rest of the trains! He's trying to pound the heck out of this car, and he's really messing up the tracks"

Optimus was silent for a moment, before he looked over to T-Ai. "Send Rapid Run and Midnight Express to Rail Spike's location; and send Crosswise and Hotshot to Rev's location." T-Ai nodded and did so. Optimus looked towards the Autobot Brothers. "I'm going to help Team Bullet train- you three go aide the Spy changers."

"Wha- But Won't the trains need our help?" Side Burn asked, putting a hand up. "I mean They themselves said that Astrotrain was pretty tough."

"So was Excellion…though…" The leader seemed to reflect on the new Decepticon's hesitation, compared to all his counterparts…he looked back to the three. "Cat-Scratch hasn't met the Spychangers yet- she might mistake them for enemies…besides, I'm not entirely sure of how well she can last in a battle, I have yet to see her fight."

"Don't worry Prime, we'll take care of the little lady." X-Brawn reassured.  
>"Police honor, that cat will be returned, unharmed." Prowl nodded.<br>"Well if I gotta. I hope my date can wait"

"Will you knock it off Side Burn?" Prowl growled lowly, glaring at his brother.

***TN***

Ray-Night drove as fast as she could, for a car that was speeding on Railroad tracks. For the afternoon, she had been admiring these things that the humans call 'trains' and was trying to get closer looks at them. Only…the fourth one she observed was…a little ticky…

"I'm sorry!"

"Get back here and fight like a Decepticon." Astrotrain hollered, in a hot pursuit of the purple car. He had tried to swing at the tracks, but had only managed to break down a sign, punch out some gravel, and even slightly displace one of the rails. "I can read your energy signature; You're an Autobot, aren't you? HAH!" He swung again, but the car went faster.

"Autobot? What are you- Ack!"

"Or are you a Decepticon that's gone AWOL? Would you make up your mind? You're keeping me in the dark!" Astrotrain growled swinging at her again. "All your following me around, and you're not even identifying yourself!"

"But the sky's already dark- I didn't make it-"

"Shut up!"

"Ray-Night, Transform!" She did so and jumped out of the way as the large mech let out another punch at her. "I'm- Sorry! I thought- I thought-" She jumped again. "I thought you were one of those graceful vehicles! That's the only reason I was following you!"

"Never mind what you think!" Astrotrain growled, before swiping at her once again. "I'll ask you for the thousandth time! Are you an Autobot or a Deception?" He growled and took a large step forward. "Answer me!"

"I- I-" She took a few steps back, and tripped over the track, falling on her back. Wincing, she pushed herself up slightly. He was so much BIGGER than she was, her ability to reason was off just by her timidity of him. "I don't know what any of those things ARE!"

"You lie…" Astrotrain took out his blaster. "You'll find I'm not as chivalrous as my brother…I won't hesitate to fire on a girl, pee-wee."

"You have a brother? GAH!" Ray-Night quickly ducked to the side as he swung at her again. She winced and looked behind her. She couldn't really run- he had the upper hand; could she even fight? That she had no idea…Quickly, she searched around her body; how could she possibly defend herself. Taking out a strange looking blaster, she looked at it, and then looked back up. Quickly aiming the gun, she fired…but it missed by at least three feet. Ray-Night let out a gasp as he raised his hand, and covered her optics. Oh this was not going to end well, she just knew it…

…she waited for a moment, before she peeked out at hearing a loud grunt.

"Now I could be wrong, but back on Cybertron, and even here on Earth, it is very improper to be rude to a lady." Midnight Express observed, having punched Astrotrain away.

"Not to mention ganging up on 'er either" Rail Spike growled firing his shoulder missiles at the dark train.

Astrotrain backed away, trying to brace himself against the blasts, before looking over, glaring. "Oh back off, you no good excuses for trains." He muttered, taking out another blaster. "I ask her a simple question, and she refuses to tell me the answer"

"I'll answer a question. What thinks he's a train; but is really a pain?" Rapid Run asked, taking out his rifle and firing it on the dark train. "It's you!"

The attacks continued, and Astrotrain started to find himself outnumbered. Growling, he put a hand to his helmet. "Excellion! I've got those vexing trains in my way! Come help me get them off my tail!"

"…I'm currently engaged, brother-…"  
>"Get over here!"<br>"I'm on my way."

"…worthless wreck" Astrotrain looked to the side, before he swiftly backhanded Rail Spike, and then used the train as a shield from Rapid Run's attack. However, Midnight Express was now firing from his other side, and there was no way anyone could convince him that Excellion would be here anytime soon. Quickly he grabbed Rail Spike by his hands, and used him as a sling to pound into the other two trains. With grunts of their own, the trains were sent sprawling on the other side of the tracks. Quickly the dark train ran for them, firing his weapon at them rapidly.

"Whoa!"

The bullet trains split and ran, whilst firing their own weapons at the aggressive con.

"Gents, I have a funny feeling it'd be better if we link-up" Rail Spike looked over to the other two trains, who nodded.  
>"I thought you'd never ask" Rapid Run replied.<p>

"Bullet fusion mode!"

Astrotrain took a moment to pause as the bullet trains did this…last time they did this, he and Excellion were really no match for them. He frowned, trying to weigh his options…how could he possibly get this lug off of him?

WHOOO!

Looking behind him, he saw a faint light…there was a train coming on the tracks…A slow wicked smirk came to his face…that'll do. Quickly he aimed his weapon at the oncoming passenger train; this would be a good distraction…

"Leave that train alone!" Rail Racer roared, slamming his into the dark train. Knocked back, Astrotrain fell on his side, his blast being misdirected…slamming into a nearby railroad bridge. Rail Racer gasped for a second, before he was punched away by Astrotrain. The noble train mech growled, trying to get Astrotrain off of him. "Let GO of me! I can't let the passengers on that train get hurt!"

"Too late" Astrotrain growled, bringing his fists together and slamming them against the Autobot's side, knocking him down…As Rail Racer tried to get up, he paused, noticing a newly arrived Excellion. He was looking at the train with a steady glare, before he frowned and fired on Rail Racer.

Ray-Night watched this all go down from a slight distance- They were fighting brutally. Something seemed to go through her mind- I have to help him…WHICH him? She was stuck between the three- well five if you really looked at it…One had attacked her, the others had tried to protect her- so naturally she should return the favor for those others, right?

Ray-Night took a step up…and then took two steps back. They were all BIGGER than her though? How could she possibly-?

WHOOO!

The femme looked over to the side…the train was passing them- heading straight for the destroyed bridge. She began to watch- before her computer suddenly scanned without her command…that train- it had innocent lives in it- and they were in danger! Those humans- I can't let them get hurt! On her chest, an Autobot insignia suddenly appeared, and she ran for the train. Raising up her wrist, she fired a grapple, which latched onto the caboose of the train. Landing on the tracks, she pulled on the energy rope to stop the speeding train…but it ended up dragging her with it!

With a yelp, Ray-Night tried to pull the rope tighter…with little effect- the train was stronger than her! She looked up…the bridge was getting closer…a small frown came to her. "I gotta…I gotta…Protect…" Her Autobot insignia glowed a bright white, and she suddenly transformed and turned the other way. The rope was attached to her end…and her tires spun rapidly. She got the train to slow down a little…but not all that much.

"Oh common- I can't let them…suffer" She growled, trying to go faster. After a few more seconds of struggling, she heard something powering up behind her…suddenly the train got slower…and finally came to a stop. Ray-Night panted and transformed, landing on her knees and panting. That…was CLOSE! Slowly she got up and turned to check on the train. It was alright-…and there was a large red mech standing close to the front of the train. He let go of the front, and looked over at her…which made her take a few steps back. Oh great not another one!

"OOOFF!"

Ray-Night turned, hearing the commotion…Astrotrain had been knocked back, and was getting up, before Excellion was thrown on top of him. Excellion groaned and sat up, shaking his head. "Really- I can't believe I let you drag me into this. Why are they attacking you?"

"Nevermind" Astrotrain shoved Excellion off of him and slowly got up…just to see Optimus and Rail Racer on either side of them, aiming weapons at them. Ray-Night was to the side, watching, and looking pretty darn confused. Excellion got up and looked around. "My suggestion, brother, would be to make a hasty retreat…"

"Fine." Astrotrain growled and looked to Rail Racer. "But you better tell your girl to stay out of my way next time!"

"You attacked HER, you moron" Rail Racer frowned. "I don't take kindly to those without manners!"

Excellion paused looking over to Ray-Night and then looked over to Astrotrain. "YOU attacked…a girl? Well no wonder you're in trouble!"

"Look can we just forget it?" Astrotrain growled, before he plain turned tail and ran. "I'm sick of this do gooder junk"

Excellion paused and watched his brother, before looking over towards the mechs and the femme briefly, before he turned, transformed and rode away.

The Autobots were silent for a moment. "Something bugs me about Excellion" Optimus said a stray mannor. "It's almost like he's actually having a fight within himself."

"That would actually surprise me…since the Decepticons tried to fool you with that once." Rail Racer replied, looking over to his leader. "I wouldn't be too sure."

"Hmm…" Optimus watched them leave for a moment longer, before he turned to face the femme. She paused as the two mechs looked over, and quickly whipped out her blaster and took a few steps back. Oh she did NOT want to go through all that a second time…

Optimus seemed taken aback when she got defensive, and took a small step back. "Hold on-…we're not here to hurt you-." His voice got softer. "Thank you for helping us save the train."

"The- Train?" Ray-Night blinked and looked over to the train. It was still at rest over by the bridge, and it looked like it was beginning to go backwards in attempt to get back to a safer place. She looked back to the Autobot. "I-…didn't want it to get hurt."

"And thanks to you, no one did." Optimus smiled behind his face mask. "I'm Optimus Prime, and this is Rail Racer, also known as Rail Spike, Rapid Run, and Midnight Express. What's your name?"

"Um…" Ray-Night looked from one to the other and put her weapon away. "I…think it's Ray-Night…I don't know- I haven't been real sure of anything."

"We understand- let us take you with us to our base. Your questions will be answered there" Optimus started to offer his hand to Ray-Night, before he was interrupted.

"X-Brawn tah Optimus…we got a slight problem 'ere…"  
>"What is it?"<br>"Well, we found Cat-Scratch…but the problem is, the little darlin' is chasing Rev around, calling him 'Tori'…does that mean anything to you?"

"…Not really…" Optimus paused. "Is Rev alright"  
>"Well she ain't hurtin' him, but she is givin' 'im a run for his money."<br>"Don't worry X-Brawn, we'll be there soon."

***AB***

Cat-Scratch tried to catch up with the Yellow car, but he was pretty fast…"Oh common, why won't they ever stay still." She muttered, before she increased her speed and swiped her claws at Rev's tires. It made him swerve, running him off the road. He finally transformed and turned, looking at her with a pressured look.

"Look, girl- I don't wanna hurt 'cha; but you're gettin' me steamed." Rev warned, taking out his blaster. He really didn't want to start anything, but from his point of view, he was getting attacked.

"And I don't want to hurt you" Cat-Scratch replied, looking up at him with a grin. "I just wanna see what you taste like, Tori"

"Wha- ACK!" Rev found himself suddenly pinned by the large cat, who looked down at him. He almost prepared to defend himself…but she…was pawing at his chest. It looked like she was trying to get something off…

Cat-Scratch looked confused, before trying harder. "Why won't you fly, Tori?" she muttered more to herself than to Rev. The Spychanger gawked slightly, before looking down at what she was doing. All that chasing…and she was after the bird image on his chest? Man- this girl really WAS being taken over by a cat!

"Uh-…uh Pardon me-" Rev put his hands on her kitty shoulders and tried to push her off. "but- that's not a bird-"

"Sure it is! It's got wings, doesn't it?" Cat-Scratch looked up at him. "Maybe it'll fly if I did what I did to Sushi."

"Say wha-?"

Cat-Scratch Maximized and put her hands on his chest, pressing him down. "Common, Tori…fly"

"Cut that out!" Rev quickly sat up. "It's not a- MPH?"

He got up too quickly, making her look up in the process…just to make their lips come into accidental contact. A moment went by, before Cat-Scratch quickly leapt away, reverting back to beast mode and shaking her furr rapidly. Rev winced and landed on his back, wondering how the heck this happened to him. A moment went by, before the Cat stood over him, looking at him upside down. "What was that just now, Tori?"

Rev looked up, a small blush of embarrassment on his face. "that-…That my friend, is called an 'Accident'…"

"Rev! You alright thar buddy?" X-Brawn ran up and looked down at the two. Cat-Scratch looked up…and smiled. "Cowboy!" she greeted, sitting on her haunches. "I'm happy to see you!"

"y-yeah- You're hard to keep track of y'know that?" X-Brawn held out a hand for Rev and helped him up, as the other Autobot came and checked on them.

"What's going on here? Did she hurt you, Rev? I'll have to apprehend her if she-"

"No- uh, no she's fine" Rev put a hand to his head and glanced over at the cat, and then away. "I REALLY think that T-Ai should look at her now…"

"Agreed"

***AUTHOR***

OK- I added this while I was rushed, so here's what I have to say. :3 Enjoy, and a big THANK YOU to those kind enough to review!  
>ALSO! If anyone likes this story and thinks it's a good idea- please give me some ideas - It would be well appreciated! :3 Have a good day All!<p> 


	3. Starting off

**I'm back! A big thanks to ****Priestess-Of-Wudang, and Random Occurance for leaving me such kind reviews. :3 knowing people actually enjoy the story boosts moral, so I thank you.**

**Please let me know what you like or don't like; it helps me make a better story for you and gives me what I need in a good critique. Also, if it's not too much, if anyone is feeling generous, I would gladly take ideas. ****  
><strong>  
>***H***<p>

Lilly walked into the main holder and put Fife down; allowing him to stretch out and pad over towards the one train that was already on the tracks. The boss, on the other hand stayed by the door and took down a clipboard, scanning her eyes over the information given to her.

It looked like it would be a normal day today. People going to work, normal work day- no holiday just yet. Most assigned trains looked to be half full today…oh- there was a request that a class rent a train today. J4 already worked last night- she'd have to clean the possible mess in that train…Either J5, J7, J2,J9…maybe even JX3…that one was good on safety…

Yup, just a normal Thursday…

Lilly paused when she saw a note attached to the board, and opened it. Eyes narrowing, she read the note written in red ink…

_Glad ur not harmed 4rm the Predacons. Make sure u stop by the police station today- and make sure you have your safeguard._

_~Seth_

Lilly frowned, crumpled up the paper into a ball and threw it into the waste basket behind her. A small sigh, and she prepared for the day. Putting a stray hand to her necklace, she had to frown. What could they possibly want THIS time? Walking further into the room, she heard a meow…

"What's the matter baby-?"

RING!

Lilly paused and looked down to her phone, picking it up in an annoyed fashion…however, when she looked to the number, it wasn't one of her brothers-…or anyone else she knew for that matter- In fact the screen said 'Blocked'. With a blink of curiosity, she opened the phone and put the device to her ear.

"Lillian Tomo here of BTS number 5; may I help you?"

"Uh- please excuse me miss Tomo; I'm terribly sorry to interrupt you and your work- but you see, the train bridge, bridge 2, by the docks is out; and we needed to tell you to cancel all trains going on track 17"

"What?" Lilly turned to where she was facing the water- which was five miles away. She winced and looked back down. "What happened? When did this happen?"

"It happened just last night to be exact, ma'a- I-I mean miss. We were-…witnessing the Autobots and one of the Decepticons fighting near the tracks"

Lilly gave a confused look, before she wrote something down on her board. "OK, thanks for the tip- I'll get someone over there right away." She paused and looked to the side. "You witnessed it?...How? There's no buildings close to that bridge!"

"Oh my-"  
>"Just hang up, Midnight! You gave her the information!"<br>"I can't hang up on a lady! That would be very improper!"

"Midnight?" Lilly paused. Who in the world had a name like that?

"Eh-" The voice on the other line seemed to be embarrassed.  
>"If you won't hang up- I will!"<br>"Side bu-!"

The phone suddenly hung up, and Lilly stood there, her mouth slightly agape. What just happened?

Taking a moment, she pressed a number on the phone and let it ring. "Marcus- Stop all routes on track 17, and go inspect bridge #2…Well we got an anonymous tip about that bridge…Just go check it and stop the traffic there." She hung up the phone, and crossed her arms. Well this was going to be a good day, huh?

***AB***

"AAAHH! I can't believe you did that!" Midnight Express panicked, putting his hands to his head. "You just hung up on the BOSS! A LADY boss for that matter! Where are your manners Side-Burn?"

"WHAT manners?" X-Brawn asked from the other room. Apparently he could hear everything that happened in there while he worked.

"Well you were taking forever Midnight, and the sooner you get this done, the sooner we can get this MEETING done, so the sooner I can go find my date!" Side-Burn replied, crossing his arms. Midnight pointed to Side-Burn accusingly. "I would think that since you are around your brothers, you would know how to treat a lady!"

"I WISH" Prowl muttered sarcastically, leaning against the wall. The cop looked over, his optics displaying the frown that his facemask hid. "If all those little red sports cars were sentient, I'm sure EACH of them would be telling him off"

"I resent that!" Side-Burn pointed over at Prowl, who stood up fully and faced his brother. "Really? I'm sure you couldn't go ONE day- no- One HOUR without chasing some little red sports car and being really frustrating to the owner"

"Do you really think so!"

Ray-Night stood off at a distance, standing next to Rail Spike, watching the sibling dispute go down. It was cute in a weird kinda way. She couldn't help but think that she had known that feeling at one time; it felt kinda good…but where in the universe would she had known that feeling? She didn't even know who all these bots WERE!

She jumped slightly when the red mech, Optimus Prime set a hand on her shoulder. He gave her a kind look, before he went over to the computer. "T-Ai, Are you getting the results on Cat-Scratch's scans?"

"Yes Optimus; X-Brawn's sending the last one as we speak…" She looked to the screen as the data was being downloaded.

Ray-Night looked from Optimus, back to Prowl and Side Burn, who were now in a fully fledged argument. She let out a small groan of nervousness, and glanced up at the very large train she was standing next to. "Um…" She paused, earning his attention. A moment, before she looked back to the two brothers. "We-…don't fight with each other, do we?" She finally asked, looking as though she didn't want any part of this team if that was the case.

"No, miss Ray-Night" Rail-Spike replied politely. "Those two are just brothers; they argue all the time. We're Autobots, we don't fight amongst each other…" He paused and glanced to the two brothers. "Or at least- we don't TRY to…"

"'s usually not a problem 'ere though" Rev muttered, leaning against the wall with Wars, both watching the fight. Wars frowned and looked towards the large Train. "Awfully annoying though…" The red mech finally looked towards the purple and yellow femme. "Of course when it happens every single DAY, you kinda get used to it."

"Oh-…" Ray-Night made a slight face- She really didn't understand all of their actions… "Then-" She paused and looked back up to Rail-Spike. "What about those other Autobots back there last night? Why were you fighting them?"

"Those weren't Autobots! They were Decepticons, don't you know anything?" Rapid Run replied, looking down at the femme somewhat strangely. Ray-Night paused and put a hand on one of her arms, looking away in slight shame. Was she SUPPOSED to know these things? Because if she was-…she didn't!

"Rapid-Run cool it." Rail-Spike frowned, and looked back at the femme, slightly kneeling to get more optic level with her, and not intimidate her. "Those were Decepticons; they're our enemies, and they're trying to cause this planet harm. Our job is to protect the planet and the humans here. Their precious lives are what we are here to guard."

"Protect…" Ray-Night crossed her arms and glanced to the side. She had heard those words in her head…last night as she tried her darndest to stop that train from being scrap metal in the possible crash that would have resulted. She didn't know why…but she wanted to make sure they were protected…but these…Decepticons? She couldn't understand why their own kind would attack them. Looking back up at the kind train, she hesitated. "Then- why do they look like us?"

Rail-Spike was very patient; the fact that her programming had been tampered with would take some time to get used to- unless T-Ai had some other way of getting the girl's memories back. He didn't have a chance to answer when T-Ai let out a groan of disapproval.

"Bad news Optimus- it's Cat-Scratch's results" T-Ai looked over to the Autobot leader with a slight wince on her face. "The scans reveal that when she's in her beast mode, her Autobot programming is at its maximum; but when she's in robot mode, her cat personality is more likely to take over- even though it seems that she's always like a cat!"

"Who's always like a cat?"

The Autobots that were in the room looked over when they saw Koji walk in, carrying a skateboard and wearing a strange tag. He looked up, particularly towards T-Ai. "What's going on? You got a cat hiding somewhere in the base?"

"Good morning Koji. No- if we did, I would have got someone to take it to the shelter long ago" T-Ai looked at the boy. "While you were gone, We discovered that there were four pods close to the army's weapon factory."

"Oh cool- are they here?" Koji asked, looking around for any new faces. Midnight…Side Burn, Prowl, Rev, Wars, Hotshot….Rail-Spike, a femme, Rapid Ru- He paused and looked at the girl. "Oh hi!"

Ray-Night blinked at the human and her mouth went slightly agape. They had-…what were they called? Humans? Did they keep them as pets or something?

"Koji, this is Ray-Night. We found her pod yesterday; but she's got a slight problem"  
>"What's that?"<br>"Sky-Byte did something to the pod, and now she doesn't know the difference between Autobots or Decepticons, or even Predacons for that matter." T-Ai looked over to the femme, who was looking as though she was being discussed like some science project.

"Where are the other three?" Koji finally asked, looking back to the holographic girl.  
>T-Ai frowned slightly at the mention. "Two of them were turned into Decepticons…"<br>"Oh no."  
>"Yeah- it's not good…and the other one is over in that room with X-Brawn-…but she scanned an animal instead of a vehicle"<p>

Koji gave a surprised look. "So- She's kind of like a Predacon?"  
>"Well no" Tai replied, glancing over at the other room. "She's an Autobot-…but she's a cat; and for some reason, the cat is taking over."<br>"What do you mean?"  
>"Well, sometimes if we discuss trying to examine her to help her get rid of her cat urges; she'll suddenly run away as though we had just said that we would take her offline." T-Ai looked over to Optimus with a worried look. "But- it always seems that once we find her again, she's completely forgotten about the incident."<p>

"It's possible that she maybe suffering from having her own personality combined with the personality of the cat she scanned inside of her." The Autobot leader observed. "It sounds a lot like Skidz- only in that, all he has to worry about is a race all the time."

"Then it's possible that we would have to find out what exactly is triggering her cat side to see us as a threat" Midnight-Express put a hand to his head. "I'm not exactly sure why she would though- I mean, back at the train station, the Boss's little cat is not at all frightened by us."

"Not to mention, I don't want to be chased like Side Burn chases Red Sports cars" Rev looked down at the bird image on his yellow chest, the smallest of blushes on his face. "Even though she wasn't intending on hurting me- it was…quite odd."

"She was doing that to Sky-Byte too" Prowl replied, looking over to the Spychanger. "Calling him 'Sushi'"

"…Optimus, you said that you told her you were going to examine her?" Koji looked over to the Autobot leader, looking as though he had something on his mind. After the leader nodded, Koji looked thoughtful for a moment. "Miss Lilly's cat always runs at the mention of some words…" He looked up again. "Cats recognize some words to be affiliated with something either pleasant or unpleasant. If you said 'examine', her cat side may have automatically assumed that you were talking about the vet!"

"The vet?" T-Ai blinked. "What does the vet have to do with anything?"

"What IS the vet?" Ray-Night finally asked, putting her hands behind her back and looking at the small boy curiously. Koji looked over at the femme and smiled. "A vet is…kinda like a medic for animals. They help them get healthy if their sick, or they prevent bad stuff happening to them."

"Then…wouldn't that be a good thing?" The femme asked, tilting her head slightly.

"Yeah- but animals don't understand that. The process is sometimes painful, even though it's for their benefit. They don't want to go through any pain, or anything that's uncomfortable to them." Koji replied.

"That actually makes sense" Prowl said, putting his hand to his chin in a thoughtful way. "Back at the police station, the K9 units always freak out when the vet is mentioned…"

"Are there any other things that would make her cat side uncomfortable, before we get a chance to purge it from her?" T-Ai asked, looking to the boy. Koji looked over. "Well yeah, you gotta watch what you say, even if it's a good or bad thing. Like if you say 'Bath' she'll ditch you again…but if you mention-"

"Optimus we gotta problem." X-Brawn came into the room, Cat-Scratch behind him in robot mode, smiling. The western bot glanced from her to Optimus. "I tried to get the computer to decontaminate Cat-Scratch's systems, but it flashed negative, saying it couldn't interfere with organic tissue"

"So if we brought Skidz here to be decontaminated from Auggie Cahnay's personality, it would be wiped…but since Cat-Scratch's beast mode needs the cat side…" Optimus seemed to ponder this more to himself than anyone…

"Hi!"

Ray-Night blinked as the friendly cat-femme stood in front of her, optics shining brightly in greeting. The purple femme was silent, before she managed a small smile. Cat-Scratch smiled again and put out her hand. "I'm Cat-Scratch- and I think your pretty!"

Ray-Night blinked…and a more real smile came to her face. "Really? That's-…so nice of you." Well this Autobot was certainly a whole lot nicer than those Auto-…well the trains called them 'Decepticons' didn't they? "My name is Ray-Night…I think…"

"Cool! I like your name; it's prettier than Sushi's" Cat-Scratch replied, her hand still offered.

A small snicker came from one of the trains as Cat-Scratch shared her distain for Sky-Byte's taste in names. Ray-Night glanced upward, before looking back down to the cat and putting her hand in hers. A moment passed…as she touched Cat-Scratch…she couldn't help but feel a feeling of…familiarly.

"So- how do we plan to do this?" Hot Shot finally asked, breaking the silence. He looked over to Optimus. "It's obvious that someone's going to have to show them around and let them get a lay of the land-"

"Not to mention lay out the traffic rules" Prowl muttered, looking pointedly at Ray-Night. The femme paused at his look, and took a slight step back…did she- do something wrong? Cat-Scratch blinked and looked over to Prowl, curiously. He was looking at Ray-Night…what was going on?

"Be easy, Prowl" X-Brawn finally said. "Maybe you oughta take 'er out and show her how the laws of traffic work"

"Me? But I've got my duties-" Prowl protested.  
>"What's the matter? You showed Tow-Line!"<br>"Tow-Line WORKS with me; it's different!"

As this continued, Ray-Night looked down slightly. "I get the feeling he doesn't like me"  
>"Why? Do you like him?" Cat-Scratch asked, looking over. "He is kinda cute, isn't he?"<br>"Wha?" Ray-Night looked up, a strange look on her face. "Well- he's chased me- then he drove away-…and now he's-"  
>"Don't worry!" Cat-Scratch put a hand on her shoulder. "I'm sure he's just being a tom!"<p>

"It's settled. Ray-Night go with Prowl, he'll show you the ropes of the city." Optimus finally said, looking over to the two femmes. "Cat-Scratch, Go with Hot-Shot and Wars; they'll explain to you what you can and can't do in the city."

"Cool- what about Tori?" Cat-Scratch asked, pointing towards Rev, who tensed lightly.

"I'm-…busy, I really can't-"  
>"Are you scared of me, Tori? I won't eat a friend, I promise!" Cat-Scratch paused and faced Rev completely. "Cowbo- uh, X-Brawn told me that friends were someone you trust…I mean- we ARE friends, aren't we?"<br>Rev was silent for a moment, before he nodded. "Of course we are. Friends. That's it, alright?" He paused and blushed slightly. "D-Don't get me wrong, just-" He finally shut up and looked away muttering under his breath.  
>"Cool!" Cat-Scratch looked over. Hopefully being an Autobot would be worth it.<p>

***DC***

"Find that base, Scourge; and take your new Decepticons with you." Megatron glared over at the new recruits. "However unstable they may be"

Astrotrain frowned, while Excellion continued to look to the side, pondering last night's actions…

"Sir- I'm perfectly fine with my original Decepticons-" Scourge began to protest.

"I don't recall that being a request, commander" Megatron snapped, frowning heavily. "I WANT the location of the Autobot's base! My enemy has been a thorn in my side for far too long, and I will eliminate them so I may take what is mine from this world!"

Excellion listened to the tyrant as he rambled. Everything that he said sounded so…wrong…so horrible. He talked about stealing energy from the humans…destroying the lives of the Autobots…Ruling the universe without mercy or pity. Everything seemed so wrong to Excellion. The red and blue looked up slightly, a frown on his lips. For some reason…he didn't want all this…he did not enjoy the conversation that was going on.

"Would you cut that out?"

Excellion paused and looked over to his larger brother who stood by him, also watching the conversation take place. Astrotrain glared at the mech beside him. "I know what you're thinking. Stop thinking it."

"How would you know what I think?"

"I can read your optics like a book." Astrotrain hissed. "Get rid of those weak feelings that you struggle with." He glared at his brother. "We may come from their pods, but we are NOT one of them"

_Then why do I feel that everything that you say is wrong?_ Excellion stayed silent as he watched the Decepticons come towards them. Scourge walked over to them and gave a small glare. "You two will scout the eastern area of the city. Movor and Ro-Tor will scout by air, the rest of you will scout by the western streets"

"How Brilliant" Astrotrain scoffed slightly, looking towards Scourge, who glared up at the large Decepticon. Astrotrain glared at the Decepticon, before they all turned and left for their scouting mission.

"Show offs" Sky-Byte growled as they left. "Ever since those Decepticons put their foot in the door, they've been taking everything that is rightfully ours."  
>"Why not use the new guys to our advantage?"<br>"Yeah, the red guy doesn't seem to like our side"

Sky-Byte seemed to consider the options that his Predacons were offering him. "How could we possibly expose what he thinks? He only stays with Astrotrain"

"I've got some Ideas" Gas-Skunk replied, an evil grin on his face.

***AB***

"So- That's called an Accident?" Cat-Scratch padded on her paws, looking from the car-wreck that they had gone by. The police and Fire department had it under control, and it didn't require them…

"Yeah- it's what it implies. Some of the humans occasionally get careless, and that's what results." HotShot said, looking over towards the cat. "Cat's don't normally have to worry about that- I'm going to have to warn you to stay off of the road."

"How come?" Cat-Scratch lagged behind to scratch her ear, before trying to catch up with them.

"Well, you might be in an accident, and we wouldn't want you hurt." Hot Shot replied.

"Aw, well that's nice of you" Cat-Scratch smiled and sat down, looking towards the Spychanger leader. "But I've already had an accident, and I wasn't hurt. In fact, it wasn't all that bad."

"You were in an Accident?" Wars looked over in disbelief. "How? When?" He looked over towards Hotshot, who looked equality as confused. Hotshot looked over. "We never received a report of a human crashing into a giant cat- Are you alright? Was the human alright?"

"What human?" Cat-Scratch looked over. "It was with Tori!"

"Rev?" Wars and Hot Shot looked over towards each other, before Cat-Scratch walked up. "But his version of an accident was different…he said, an accident was this" She transformed, walking over to Wars and planting a kiss on his lips. The red Autobot's optics went wide and his posture tense until she let go of him; and he promptly fell on his back, looking shocked.

"Oh…my" Hot Shot bit the need to chuckle and put a hand to his head. "Uh-…Wow…How do I explain this…Cat-Scratch- That's-…well-"

"Sushi?" The femme had lost all interest in the two mechs and was looking upwards towards the sky. Hot Shot and Wars paused for a second, before looking to see what she was looking at.

Sky-Byte was flying in the air, oblivious to them, and going in the direction of the pier. Hot Shot frowned behind his face mask, and looked over to Wars. "He's up to something, I'm pretty sure of it. We'd better go investigate." The spychanger muttered, looking over to his teammate. "Wars- You and I will follow by road-" He seemed to pause, looking towards the cat femme, who was watching Sky-Byte eagerly. "Cat-Scratch-…I'm going to need you to follow him; can you do that?"

Cat-Scratch looked over and smiled. "Can I? Are you kidding?" She grinned and went into beast mode. "I'm coming, Sushi!" Quickly she turned and ran in the direction that Sky-Byte was going, and true to cat nature, she disappeared into the trees. Wars and Hotshot looked to each other, before transforming and driving quickly on the road.

"Now I know why Rev was so nervous" Hotshot observed. "How exactly do we handle this?"

"N-…Not sure" Wars muttered, more than embarrassed and somewhat ticked.

Cat-Scratch continued to run, looking up as she did so. Sky-Byte was fast for a flying fish; how did he do it? Dodging trees and plants, she continued to follow him, trying to keep her eyes on the sky. He seemed to be talking to himself- what would a fish possibly have to say to himself? Of course, he could be contacting his fellow Predacons…If that was the case, she really ought to keep a sharp eye out, just in case he had reinforcements somewhere. She slowed down when she saw a road-…Hotshot hat told her to stay off these things…

She looked back up- Sky-Byte was getting away! How could she continue her pursuit? Frowning, she took a few steps back and paused…before she suddenly sprinted forward and jumped over the road…before she landed in some bushes.

OW! OOFF! ACK!

Cat-Scratch landed on a hill, rolling down and trying to regain her footing, slammed herself into something that was knocked over. Pulling back, she shook her fur. Ow…What just happened? Putting a paw to her head, she rubbed her noggin.

"Ow! Hey get off!"

Cat-Scratch paused and looked down. She had pinned a giant blue flying squirrel…Dark Scream! The blue bozo looked up, a sneer on his face. He began to struggle against her grip, flailing his arms and trying to sit up. "Hey- I was here first! Go mind your own business will yah?"

"Oh?" Cat-Scratch grinned and pressed her paws down on his gliding wings. "And what are you doing here in the first place? Are you here with Sushi?"

"Huh? Sushi?" Dark Scream was still long enough to see the look on the Cat's face-…the look of triumph and-…hunger. A cold feeling swept upon the Predacon; why was she LOOKING at him like that? He hadn't done anything-…yet. "I-I don't know what you're talking about- Lemme go!" He quickly kicked his feet into her stomach, throwing her off. As she hit the ground, Dark Scream quickly turned and spared his 'wings'…just to find the cat-Autobot on his back.

The struggle began, the duo rolling and fighting in the trees, bushes, even landing in a stream a time or two. Dark Scream was trying SO hard to get away- he didn't know why, but as soon as the cat's eyes had narrowed, he felt so-…SCARED! The flying squirrel let off a growl and pushed her away from him. "Dark Scream, Terrorize!" he yelled, transforming. Quickly turning and charging up his weapon, he didn't hesitate…

"Center laser!"

There was a loud explosion, and the forest had a large screen of dust…Dark Scream looked around…the cat was nowhere to be found… "Serves yah right, fluffy!" He growled, still looking around…

"My NAME is Cat-Scratch!" The cat-bot, who had now transformed, jumped into the air and tackled him to the ground. Dark Scream let off a surprised yelp, landing on his back in the mud by the edge of the hill. Looking up, he saw the femme standing over him, her foot planted on his chest and a strange looking whip in her hand. She looked down at him sternly, a scowl on her face…

…That was- before the edge of the muddy cliff gave way…and they found themselves sliding down, yelling out in the process. When they finally landed, the mud covered them…

…silence…

Dark scream went into beast mode and popped out of the murkiness and coughed. "Acgh! What a landing…well at least I got rid of that pesky cat…" He looked around, seeing a car approaching on the road. "Hehe, too bad the mud slide will cause a traffic jam." He grinned and flew off, in search of Gas-Skunk or Slapper.

"Oh just my luck" Kelly muttered, bringing X-Brawn to a stop. "The police never reported this…now I'm gonna be late for my appointment" She frowned and put a hand to her head, taking out her cell phone and dialing a number. "…Hey- Lilly? Call your brothers and let them know there's a landslide on highway 59, would ja?...No I can't call 911! Do you know how strict those bozos are?...You're already- ok, fine, I'll wait a little…like I have a choice. Thanks Lilly, I'll see you tonight." Kelly hung up her phone and crossed her arms. "It can't get any worse, can it?"

…Cat-Scratch quickly popped out of the mud in beast mode and scrambled out…

"WHAAAAAHH!" Kelly freaked out, dropping her phone and putting her hands to her head in the process. The cat bot- hearing her scream, looked over, surprised, before she quickly ran away, her cat ears flat against her head. Kelly panted and shivered. "It's not happening…it's not happening. I've had enough of giant animals" She put her hand to her forehead. "I'll just sit here and wait for the police…"

X-Brawn watched Cat-Scratch scurry off and frowned slightly. What in tarnation was THAT about? He'd ask about it later…now he just…had to hurry up and wait…

…Once Cat-Scratch had stopped running, she looked back towards the road she had left…it was a good mile away now, but you could still see it…especially with the ever obvious mud-slide on the side of the road.

Somehow she got the feeling she would be blamed for that…

"Cat-Scratch?"

The said cat-bot looked over, digging her claws into the ground, just in-case it was Dark-Scream…there was no one there! Continueing to look around, the cat was confused…before she paused and looked down.

Fife stood there, looking up in confusion. "What are you doin' here? This is my person's place"

"Again?" Cat-Scratch looked around…but the territory wasn't the same as when she first met this little cat. There was no green- save for the trees, there was dirt and pavement…she looked back down. "How? I thought you lived on the western hill? This is east-…isn't it?" Cat-Scratch looked around, and finally looked back down. Fife was watching her intently, as though he didn't fully trust her. "Yeah- but my person's territory is over here too…by J4 and the whistle things."

"Whistle things?" Cat-Scratch looked down…and then laid down on her belly to be more at level with him. "We're close to the train station aren't we?"

"Yeah- but Lilly isn't here- she went to go see…'the jerks'." Fife looked towards the road. "So I'm defending her territory till she gets back" He looked towards her and frowned. "And if you try to take it…"

"Chill down." Cat-Scratch smiled and shook her head. "I don't want her territory. I just want to find Sushi-…hey…you know this place, right? Wanna help me find Sushi?"

Fife's ears perked, interested. "All fish is good…but what's in it for me?" The cat took a few steps up, looking expectantly at the larger, stronger cat. Cat-Scratch smiled in a friendly way towards, what she perceived, to be her friend. "I'll let you have the head, if I get the tail."

Fife seemed to ponder this and looked back up. "Deal…and what do I have to do?"

"Nothing" Cat-Scratch smiled and started to lead. "Just be my friend, kay?"

"…I suppose I can deal with that." Fife let out a small smile, before he followed the Autobot, wondering what more this girl could do.

***SC***

"Hotshot to Rev, We found Sky-Byte at a pier, and it looks like Slapper's with him" The lead Spychanger muttered into his com-link, watching the Predacons as they-…well…they were taking stuff out of and off of the boats. "Tell T-Ai to contact the rest of the Spychangers and meet us at our location."

"Gotcha. How's the cat holdin' up?" Rev asked over the com-link.

"…" Hotshot looked up, and around. Sky-Byte had landed long before they had got there-…where was Cat-Scratch? "I'm not sure- I don't have a visual of her yet- maybe she's waiting for some sort of signal from us…"

"…alright, We'll be there soon"  
>"Oh, by the way, Rev?"<br>"Yeah?"  
>"Were you going to report that…'accident' to us?"<br>"…I-…Don't know what-"  
>"Sure you don't…We'll be waiting here- I just saw Gas-Skunk arrive."<p>

Hotshot shut off his com-link and glanced to Wars, who had his weapon ready for battle. This should end well…

***AB***

"Alright- let me explain this again…" Prowl rolled behind Ray-Night and his screen flashed on, his optics slightly annoyed. "Red means 'stop'. When you see a red light, you stop and wait for it to turn green."

"Why? Wouldn't be faster to keep going?"

"It's the law." Prowl replied. "Besides it keeps the humans safe."

_It keeps the humans safe_…Her Autobot insignia glowed slightly, before it disappeared. "Well if that's the case, and the humans will be safe, I suppose that's fair." Ray-Night slowed down behind another car in front of her and waited. "Um, Prowl? What's with the flashing lights?"

"huh?" Prowl paused; he didn't have his going…what was she-? He looked over when he heard the wail of an ambulance and went to the side to let it pass… "That's an emergency vehicle…always pull over when you see one of those."

"Just that one?"

"No, same applies for fire trucks, ambulances and Police cars." Prowl replied, somewhat patiently. Don't be too hard…she is new after all. Tow-Line wasn't the most perfect bot when he first came. Always towing things that didn't need towing…That incident with the Predacons. It had been more than a little frustrating…He continued to drive. Maybe this WAS a bad idea.

…Wha-

"RAY-NIGHT! STOP!" Prowl suddenly yelled out, shock and horror in his voice.

"Wha-" Ray-Night was cut off as Prowl quickly sped up, got in front of her, and slammed on his brakes, forcing her to stop. A flash of light…Her Autobot insignia glowed and she felt the sudden urgency. Slamming on her own brakes, all she could hear were the screeching of her tires. Once she had stopped, she observed the situation- a female human was on the pavement, looking at the cars in shock.

Prowl panted and transformed, looking down and offering the girl a hand. "Ma'am, I am SO sorry of the upset- are you alright?"

Lilly panted and slowly stood up, still shivering and shaken by the sudden wave of movements. "I'm…fine" She managed, her hand retreating from the help of the Autobot officer. A brief moment and Lilly put her hands to her necklace, which was safely hidden under her turtleneck. "Do you want me to call an ambulance?" Prowl asked, glancing towards Ray-Night, who had transformed, and was looking over in horror. She almost hit a HUMAN!

Lilly looked from Prowl, to Ray-Night, and back to Prowl. "I'm…fine…officer." She paused at the meekness of her voice, and then cleared her throat silently. "I'm-…a little late. May I be excused…officer?"

"Of course- If you're absolutely sure you're alright."

"I'm fine…" Lilly kept one of her hands close to her necklace, before she made her way to the sidewalk…better be polite. "Um- I'm sorry I was in your way, officer" She managed a small smile on her face, before continuing on her way. _Don't run…Don't run…don't…_

Prowl watched the lady leave…before he glared over at Ray-Night. "Would you watch where you're going? You could have killed an innocent human!"

Ray-Night took a step back, a wince on her face. "I'm-…I'm sorry- I"

"You should be! Not even Side Burn is as reckless as you…" Prowl trailed off when he noticed the look on her face…She was looking away. She seemed hurt, as though she had been accused of being a Decepticon. Calm down Prowl…calm down…it's not her fault. "Look…" His voice seemed to soften slightly. "I know everything is new to you, especially about us Autobots…but you gotta-"

"This is unit 5, requesting back up! HSP, on route 16…he's beginning to lose me!"

Prowl paused and put a hand to his communicator. "This is unit three, I'm en-route! Stand by" Prowl put his hand down, and looked towards Ray-Night…he couldn't take her. "Listen- transform and stay here- I'll send Tow-Line to help you around. Stay with him, alright?"

"But-" Ray-Night didn't get far- Prowl had already transformed and was well on his way. The purple femme was silent for a moment, before she transformed and stayed on the road…so-…what? Just park here for the time being?

HONK!

Ray-Night winced and turned down the next street and kept driving…better just practice while he's gone.

***LT***

Lilly continued her walk, and glanced behind her…were those Autobots following her? She wouldn't think that they would…but still. Lilly let out a small sigh and brought her necklace out from hiding…it was glowing…same thing it always did when an Autobot transformed…

"Hey! Lilly!"

She gasped and quickly hid the pendent, looking behind her. A police car suddenly parked next to her and an officer poked his head out of the window, smiling. "Hop in! I tried to catch you before you left the train station, but you already left!"

Lilly paused and frowned for a good 10 seconds, before she faced him fully. Oh Lord…WHY did you create BROTHERS? "Mike." She greeted in a shallow voice. "I'm only a mile away from my first stop-"

"Oh common, get in" Mike grinned and pointed at her. "Besides, Seth wants you to come to the police station anyways-…why aren't you in your car?"

"Can I not walk?" Lilly frowned and crossed her arms, a small scowl on her face. "It's a week before winter- I want to enjoy the air!"

"Well enjoy it in my patrol car." Mike waved her over. She muttered under her breath and walked to the police car, opening the passenger door and climbing in. Fastening her seat bealt, she crossed her arms and looked away as Mike drove back into the street.

"Sooo, how's your day, my most favorite sister?"  
>"Favorite sister? I'm your ONLY sister!" Lilly looked over to him and frowned. "Mike- I need you to stop by station 6 before we get to the police station."<br>"But Seth and Levon told me to-"  
>"Never mind" Lilly looked over and frowned. "I'm in charge of 10 train stations, and I'd rather not let any problems come to any of them."<br>"ANY of them?"

Lilly paused and glanced over towards her brother, who was watching the road, the smallest of smiles on his face. The girl could've hit herself for that… "Yes…ANY of them…even the Autobots."

"Wow" Mike glanced at her and grinned. "This coming from the girl that doesn't like the Autobots! Ha!"

"I NEVER said I didn't like them!" Lilly frowned, crossing her arms and looking away. "I…just…" she sighed and continued to look out the window. Her brothers were a nuisance…the sooner she found out what they wanted, the sooner she'd be able to get back to the train station, get her work done and get home. Maybe she could even squeeze time in for ballet practice…Her thoughts drifted to the two Autobots from fifteen minutes ago…it had taken everything in her not to run away. Why did they have to be here?

"Aw common, sis." Mike's smile dissapered after a while. "So- how is everything?"

"…it's ok…I found out that one of the trains at the main station was the Autobot Rapid-Run."

"And?"

"…." Lilly looked to the side, not wanting to answer the question.

"You sent him to a different station, didn't you?" Mike let off a sigh and looked to his sister. "Lil, don't you think you're being a little-…I dunno, over active?"

"Look, I didn't ask for this thing." Lilly muttered, glancing downwards towards her hidden necklace. "And I don't want to be dragged into Autobot affairs if they ever found out."

"They're going to either way, you know that" Mike looked over to her. "Why not just tell them?"

"No!" Lilly looked over towards him and pointed at him accusingly. "And if you tell Prowl or Tow-Line, I will personally go through your gaming set, put your favorites on my train tracks, and RUN THEM OVER!"

"Sheesh" Mike winced and looked over. "Alright, alright, I won't tell…But sis, they're really nice, I promise. Working with the Autobots is pretty cool…I mean, they can hold up a good conversation really. Prowl's all about police business, which you know Seth and Levon are all about. I've actually heard John talking to Tow-Line…Rick…ha! He's argued with Prowl over who really caught a suspect! HAHA!" Mike looked over and his smile faded, seeing Lilly looking at the floor board, looking nervous. Mike watched her for a moment, before looking back to the road. "so…don't you want to meet an Autobot? I mean, just for a minute?"

Lilly leaned back into her seat and watched the road. "…maybe…"

"Really? Which one?"

Lilly was silent, looking outside. "We're here"

Mike pulled the car over and looked at the train station. It wasn't as massive as the main one, but it was still ready for business. Mike got out of the patrol car, as did Lilly, and the two made their way towards the building. Lilly scanned her card and got into the secure areas, letting Mike in as well. As she walked into the main holder, she took a moment and paused. Oh great…J7-…Rapid Run was back from his duties…she thought they would take longer than that…it was only noon…maybe she could put him up for something else.

"Miss Lilly?"

Lilly and Mike looked over towards a woman who had a clipboard in her hand. "I wasn't expecting you to come today-…please pardon the mess-…there was a spill this morning."

"No problem" Lilly smiled and looked towards Rapid-Run, before looking back to the women. "Where's Sid? He should be-"

"He's inside of J5." The woman pointed over towards a blue and white train that looked ready to get going to its next stop. Lilly took a look, before turning to Mike. "Excuse me- I'll be back in about 10." She muttered. Looking towards the woman, and nodding, she walked over towards the train and got on, heading for the main controller room. She blinked when she saw her assistant, Sid, searching around the controller room for something.

"What in the world Sid?" Lilly took a few more steps in and frowned. "What are you doing inside of the train? You inspect the data of the train, not the actual engine."

The man looked up and faced her. "My apologies, ma'am; I'm just doing a thorough search on each train."

"Why? I never ordered-"

"I know ma'am, but there are three train Autobots, and I'm going to find out which of the other two are those" Sid turned from her and seemed to be looking for something. Lilly was silent, and her mouth was agape. Say-…what?

"Sid-…get back to your original duties" she frowned, her tone of voice raising in apparent annoyance. "This is none of your concern!"

"But miss Lilly" Sid turned and put up his hands. "I know that if one train is working for you, the other two-"

"Why would that make any difference?" Lilly snapped, pointing towards the man. "That's not for you to decide, now get out of my train!"

"But haven't you been the least concerned about what the Autobots, Predacons, and Decepticons are going to do to Earth?" Sid asked, looking somewhat aggravated. "Those monsters have been on our planet too long; I say we find them and show them what fo-"

"From what I've seen, The Autobots haven't done anything wrong." Lilly frowned.

"Well what about him?" Sid pointed out the window towards Rapid-Run, who was sitting on the other side, ready for any job. Lilly watched the train and then looked back to Sid. "He's done nothing wrong. I suggest you leave him, or any other Autobot alone…and stop searching my trains! That's not your job."

"Why? You yourself said you didn't like them!" Sid frowned at his boss. Lilly frowned back and walked up to him, till she was only inches away and stared long and hard at him. "get. BACK. To your job." She hissed. The man winced, before he frowned and left the control room. Lilly frowned and crossed her arms and looked back out the window, looking towards Rapid-Run, who was leaving the station, now on another job. She let out a sigh and looked to the ground. "I NEVER said I didn't like them…I said I was afraid of them" she muttered more to herself than anyone, putting a hand to her necklace and fiddling with it. If the Autobots found this-…she didn't know how they would react…

*****Author*****

**Plz review and leave me your ideas 3**


	4. Encounters

**A big apology to anyone who was eagerly awaiting this chapter. If you've read 'Don't bother trying' You know that I was in a car-wreck, and I got a broken ankle…and all the pain meds were knocking me out. I have been gone for…a LONG time…**

**I do hope you'll enjoy this! AND FORGIVE ME!**

***DC***

Excellion had circled the 'eastern part' of the city about four times, and now, it was just getting plain annoying. Lesse, he had gone by the park, the mall, the four business buildings, the bank…really, what exactly was he looking for again? The Autobot's base? It obviously wasn't on the Eastern side, and if anyone asked him, he was pretty sure that Scourge had sent his brother and himself on the east side for a REASON other than finding anything.

The 'Decepticon' wasn't really in the mood to report to anyone…not Scourge, not Megatron…not even Astrotrain. He could only think about the thoughts in his mind. Excellion was now more than sure that something was wrong with the side he was on…but he had two problems…Megatron had a grip on his spark; AND His brother didn't seem to want to go anywhere.

As he drove the streets, he couldn't help but watch the people…they bustled around, tending to their lives and even showing interest in other's lives. Some seemed to seem happy…sad…busy…carefree. For some reason he had a small want to be like them…not a care in the world.

Excellion stopped when he noticed a vehicle go through a red light, causing some confusion and hysterics on the road. A pause, and He quickly turned to follow the car. What kind of human disobeyed their own laws?...unless it wasn't a human. Speeding up, the Decepticon put his front bumper against the end of the other car and gave it a nudge, causing the car to sway slightly…

Ray-Night gasped and looked in her rear view mirror…what was that human doing? Didn't Prowl say 'Red means Go?'…or did Red mean 'stop'? Now she wasn't so sure…Still- it didn't seem to have any of those Blinking lights that Prowl had told her about- so- Ow! "Hey…" She winced and sped up…causing the other car to speed up and bump her once more.

"Knock it off…" Ray-Night winced and proceeded to go faster, blowing all traffic lights and no longer paying any heed to the speed limit.

An Autobot no doubt…those speeds were not for humans. Excellion frowned and slammed onto his speed gaining on the femme. Ray-Night looked behind and quickly swerved to the side to keep him from bumping her once more. Excellion gasped and found himself suddenly swerving and crashing into a parked car.

Ray-Night winced and quickly transformed and skidded to a halt, looking over at the scene in apparent shock. "Oh no- Hey- You ok?" Ray-Night started to walk over cautiously, expecting a human to come out of the door. "Humans shouldn't really chase Autobots…it's not-"

Her words were cut off when Excellion transformed and whipped out his blaster, aiming it at the perplexed Autobot femme. Ray-Night winced quickly and did the same- her hold on her own blaster not nearly as professional as the Decepticon mech…however, as soon as she did that- he shot the gun out of her hand.

Ray-Night winced and looked back to Excellion…who was…strangely silent and still. He paused and slowly put his blaster down. "You-…you're that girl from the train tracks" he finally said, recalling the other night when he and Astrotrain had battled with the Bullet trains again…for some reason it seemed to be turning into a pattern. Excellion put away his blaster and slowly reached for her...Ray-Night winced and backhanded his hand away, taking a step back.

"You- You're one of the Decepticons…Rail-Spike told me that the Decepticons are our enemies" Ray-Night muttered, somewhat obviously. Taking another step back, she seemed to look around, wondering if Astrotrain was going to be around and beat her up again…

"…Don't worry, I'm not going to hurt you" Excellion finally said, rubbing his hand gently. "I can't strike a female…I won't." He frowned and seemed to think, slowly handing her his hand once more. "I know you're an Autobot…but be assured, on my honor, I won't hurt you"

"Huh?" Ray-Night looked confused, before she looked at his hand that he had extended once more. "But-…aren't you my enemy?" she asked, hesitantly reaching for his hand.

"I suppose…but trust me, I'm not-"

"Look out!"

Ray-Night and Excellion both looked over quickly as a large green tow-truck SLAMMED into Excellion, knocking him a few feet back. The Decepticon growled and back flipped back onto his feet and pulled out his blaster as Tow-Line transformed and started shooting at him.

"Get outta here, Decepti-creep!" Tow-Line barked, firing blast after blast at Excellion. "You aren't welcome here! And quit messin' with girls, yah hear me?"

Excellion made no reply; he growled and shot back, growling more with each shot. "Why can't you Autobots just leave well enough alone?" He snarled, staying rooted in his spot. Tow-Line growled and ran at the Decepticon and shoved his shoulder into Excellion's middle, knocking him back onto his back. Excellion cried out and winced, slowly sitting up, seeing Tow-Line's gun aimed at him in point-blank range.

"Stop! Leave him alone!" Ray-Night took a step up, causing Tow-Line to look over towards her in apparent bewilderment. Excellion took this chance to quickly slide kick the Autobot, making the tow-truck land on his own back. Quickly, the Decepticon transformed and sped onto the road without another word. Ray-Night paused and watched him go, before looking back to Tow-Line, who was struggling to get up. With a wince, the purple femme took a few steps up. "You'r-…are you ok?"

"Who's SIDE are you on?" Tow-Line looked over to her, rubbing his head. "Prowl told me that you were our new teammate."

"I think I am" Ray-Night nodded and suddenly backed away as Tow-Line took a few steps up.

"Well if you're an Autobot, then WHY were you defending a 'con? Don't you know that they're our enemies?" The Autobot asked with a slight hint of frustration in his voice.

"But- He didn't do anything to me!" Ray-Night put one of her hands up. "He told me he wouldn't hurt me-"

"And you BELIVED him? What Autobot actually LISTENS to a Decepticon?" Tow-Line asked, pointing towards her. He paused for a while, before he looked over towards the direction that Excellion had gone. "How ridiculous! Never leave battle to a girl…"

"Say-…what?" Ray-Night paused and gave a hurt look. "But- I-"

"Save it for Prowl. I know he'll want to explain it to you later." Tow-Line let off a sigh and then extended a hand towards her. "Come on, I'll take you home. We're too close to no-parking zones anyways."

Ray-Night winced and looked towards his extended hand, before shaking her head. He paused and put down his hand, before transforming and starting to drive off. "Come on then, soldier." He said as he got onto the road. Ray-Night paused and looked to the side, before she transformed and slowly followed him on the road.

_Soldier? Me? Is that what Autobots are?_ Ray-Night watched the tow-truck bot, her speed getting slower. _Ever since I've gone online, everyone's wanted to fight! Everyone! Why? I jus- I just don't want to be part of all this! _As she continued to think, she gradually got slower…before she plain stopped and watched as the truck kept driving. "…That green guy will have to wait…" She muttered, turning and driving the way she came…as she did this, her armor turned green as she sped away.

***MX***

"So wait a minute, What he did to me was called a 'kiss'?" Cat-Scratch padded gently on her paws as she and Fife headed in the direction that she was fairly sure that Sky-Byte and Dark-Scream had gone. She was giving the little white cat a strange look, and her ears were slightly looped. "What is this 'kiss'? 'Cause he said it was an 'accident'"

"An 'accident' is when human rolly things smash each other." Fife replied, looking upwards. "I seem to recall that whenever the rolly things crash, Lilly calls it an 'accident'. But what you're talking about is a 'kiss'. When Humans bring their lips to each other, or to us, it's some sort of affection gesture." Fife seemed to thing for a split second. "I know when Lilly does it to me, I have to lick my nose, 'cause it feels weird."

"Huh…" Cat-Scratch looked back to the front. The Siamese cat transformer looked upwards towards the sky… "Strange…maybe he was confused…so…affection huh?" She smiled slightly and looked to the side. "I wonder if I'm pretty enough for all of that affection…"

"What do you mean?" Fife looked up once again. "Why do you have to be pretty?"

"Well-…I dunno" Cat-Scratch paused her walking and shrugged her kitty shoulders. "Maybe I'll get that special someone if I'm cute enough. Seems the humans have to be really pretty to get noticed."

"But you're a cat" Fife looked back to the front. "Toms are supposed to impress the Queens, not the other way around."

"Really?" Cat-Scratch resumed her walking. "Seems I still have lots to learn." She smiled and chuckled. "I woke up, knowing that Autobots were supposed to protect the innocent. But for some reason, I seem to not know that much about being a cat…" She paused once again and jumped over a small stream. "Sometimes, I don't even know how to be an Autobot either."

"Don't worry about it" Fife jumped over the stream with more difficulty, being much smaller than Cat-Scratch. "J4 and the other Autobots will surely be nice to you, right?"

"I haven't met this 'J4' yet." Cat-Scratch replied. "But, most of the Autobots are nic-…you know, except-…" She paused and looked over, her ears suddenly perked into high alert. "…Did you hear that?"

"Hear what?" Fife suddenly stopped when Cat-Scratch put her paw in front of him to make him stop.

"I think I hear Sushi…" Cat-Scratch padded over towards some bushes and poked her head out. Sure enough, the four Predacons were by the docks, messing with the boats. Gas-Skunk was putting things into some of the boats, while Slapper was taking little things off of the boats. Upon looking closer, she saw Dark-Scream messing with some sort of controlling device…While Sky-Byte was standing by Dark-Scream, looking somewhat annoyed.

"What's taking him? Didn't you contact him upon our 'discovery'?" Sky-Byte asked Dark-Scream, who looked up and frowned. "I'm still trying. He doesn't seem to be answering."

"Well keep CALLING! We gotta expose that bleed-spark 'Decepticon' to Megatron, and I'm SURE he'll reward us for being loyal, unlike those wanna-bes." Sky-Byte growled.

Cat-Scratch blinked and tilted her head. "huh…"

_What are you waiting for? Go capture your prey!  
>I will, but I've gotta make sure that my little friend here is safe.<br>Are you still with that rebel? A true cat makes others EARN their keep!  
>Oh Chill Down…He hasn't done anything to us…<em>

Looking down, she noticed Fife's head poke out beneath her to try and take a look at what her view was. She smiled and leaned down carefully. "Listen, Sushi is a good fighter, Let me take him down. Once I get him, I'll let you-"

"Hold on…he's no sushi…he's one of those big human-robot things that Lilly doesn't like!"

"Hold on to your nip." Cat-Scratch stepped out of the bushes and looked behind her. "Stay here and watch me shine"

"Looks like they beat you, Cat-Scratch…" Fife suddenly perked his ears, looking in one direction. Cat-Scratch blinked and looked towards what Fife was looking at-…The Spychangers had suddenly arrived and were heading for the Predacons. "Well great catnip- that's not even fair…this hunt is mine" She frowned and sat down to watch what exactly would happen.

"Wha-?" Sky-Byte looked over as the Spychangers transformed and headed their way. "Not exactly the team I was hoping for- but it will still work." He muttered. Quickly, he looked towards the Predacons. "Gas-Skunk! Slapper! Attack the Autobots! Dark-Scream! Begin detonation of the boats!"

"What about you?" Slapper demanded, looking over. "Aren't you going to do something?"

"What do you THINK I'm going to do? I'm going to make sure Mr. Sentimental gets here so we can expose him!" Sky-Byte yelled back.

"What a hot head" Gas-Skunk muttered.  
>"Yeah, it's a shame my ice beam won't last long on that big head of his" Dark-Scream replied as lowly as he could.<br>"Let's save it for later; If we don't attack, we won't here the end of it back at home" Slapper turned with Gas-Skunk and headed for the oncoming Autobots, firing their specialty lasers. Dark-Scream picked up his device and pressed a button, which suddenly sent each boat one by one into sudden explosive flames. The oil and gas from the boats spilt out, causing the top of the water to erupt in flame as well.

"Hotshot- the Preds are destroying the pier" Ironhide pointed out as he quickly got into stance with Mirage, both of them firing their blasters at the Predacons.

"I can see that" Hotshot frowned behind his mask as Dark-Scream joined into the Predacon attack, adding fire power to the attacks. Behind them, the pier burned and crackled, not only polluting the water…but it looked like embers of the newly erupted fire was taking interest in the forest nearby. He had to think quick…even though there was most likely not any humans nearby, the forest itself was still important to the humans. "Wars! You and I will get to the pier to deal with that fire; Rev, Crosswise, Get out there and deal with the Preds! Ironhide, Mirage, Cover them!"

"Roger!"

"Hold on-" Rev looked over quickly. "Where's Cat-Scratch? She was supposed to be with you- ACK!" he didn't get far when Sky-Byte had suddenly reverted into beast mode and had fired his shark missiles at the group, knocking most of them back. The Autobots quickly recovered…just to get blasted back by the laser attacks of the three remaining Predacons. It was kinda pathetic to be pinned by the Preds, but right now they had the high ground, while the Autobots had to hide behind the boulders beside the beachside.

"It's over for you, Autobots!" Sky-Byte cackled as he continued to fire his shark missiles at the group.

"Oh- Tori!" Cat-Scratch suddenly stood on her paws, her mouth agape from the battle she was witnessing, Fife watched, a bewildered look in his eyes. Cat-Scratch frowned and crouched down. "Oh no, Sushi- you leave my friends alone." She began to run down the hill, before she skidded to a stop when she noticed Fife following her. "Muh? No-" Quickly she turned and put her paw out. "Stay back there, My neko friend. These guys are super mean- Don't worry, Once I take care of Sushi, I'll bring you back a good piece ok?"

Quickly she turned, leaving the cat to stand on the top of the hill. He watched as she bounded down the hill, her cat speed gradually getting faster with each bound.

"Autobots-" Hotshot growled as another blast missed them. "Quick- formation Alpha-6"

"Are you serious? We don't have enough room!" Mirage looked over with a questionable look on his face.

"What choice do we have?" Hotshot replied, quickly running out from his cover. Quickly, the Spychangers did the same. Crosswise, Ironhide, and Wars transformed quickly, while Rev, Mirage and Hotshot hopped on and hitched a ride. Quickly the armed bot took shots at the Predacons, while their partner would be quick to dodge what was thrown at them.

"They're going too fast, I can't get a lock on them" Slapper growled, as he tried to fire in every possible direction. Dark-Scream also tried his hand at firing in every which way. "Every time I fire, they're already out of range!"

"Hold onto your servos" Gas-Skunk growled, taking a few steps up and suddenly letting a dark cloud of gas barreling for the Autobots. As the dark gas hit them, their vision was obstructed, and they started crashing into each other…As the smoke cleared, the team were sprawled against each other, groaning.

"HAHA! Well done Gas-Skunk" Sky-Byte grinned and quickly dove for them. "Now! Prepare to become Shark food for- GAH!" Sky-Byte yelped as he was suddenly knocked to the ground by a sudden blow. He tried to get up, but something landed on his back. "Excellion, I'm guessing…You traitor! I knew you were nothing but a pho- EH!" Sky-Byte looked up…but his upside-down vision showed him none other than the Siamese herself.

Cat-Scratch smirked. "Hi Sushi!" She greeted in a friendly manner, keeping his shark body pinned to the sand. "Lemme say something ok?...Don't mess with my friends!" Quickly her paw swiped at his head, and he let out a yelp, jumping into the air. He quickly terrorized and turned, gawking. "No-No! You're not who was supposed to come!" He growled.

"Oh why not?" Cat-Scratch skidded on her paws and made herself stable as she landed on the ground. Shaking her fur slightly, she looked up and grinned. "Hey, Sushi; did you know your sharky mouth rests on your butt when you transform?"

"Wha-?" Sky-Byte blinked and then flailed. "Mind your own business!" He crossed his arms and snarled. "Now get out of here! You have no reason to be here, unless you really want me to demonstrate my shark prowess!"

"Muh?" Cat-Scratch stayed on her paws and frowned. "Oh really? You see them over there?" She motioned to the Autobots to the side, who were slowly getting up. "You hurt them, and they're my friends…I think" She paused and looked thoughtful, before she looked back at the Predacon. "…Therefore, I'm gonna hurt you!" She quickly crouched down and ran at him, and suddenly pounced into the air. "Cat-Scratch! Maximize!" As she transformed, she brought up her fist and punched the shark across the face.

"Oh you'll wish you hadn't interfered, kitty cat" Sky-Byte growled and got into a stance. "TSUNAMI BLASTER"

Cat-Scratch had time to gasp- Before she was knocked back a good 50 feet away, landing on her back and sliding against the sand. She sat up and coughed. "Whoa- not just his odor is fish strong" she muttered, rubbing her head, and slowly standing to her feet. Before she could do anything else, the other three preds started firing on her, causing her to bring her arms up in attempt to protect herself. She yelped when Slapper's tongue suddenly went flying for her. She dodged and fell on the sand. "Ech! Gushar! Disgusting!"

"Oh no you don't!"

She looked up as the Spychangers rushed to her aide, firing rapidly on the Preds. Cat-Scratch looked around and quickly smiled as the tide started to turn. The Predacons started to back away, their attacks not being as affective as before. "Sky-Byte; Maybe it would be better to make a hasty retreat!" Dark-Scream

"Predacons! Don't let them get away with this!" Sky-Byte started to charge up a blast. Cat-Scratch paused and quickly snatched Rev's gun from him and aimed at the shark…who promptly fell back with a screech, falling into the water…his Tsunami Blaster still went off, firing water suddenly into the air, and suddenly come pouring down like rain. Quenching the fire, the water continued to rock until it could get steady once again.

"Well done Cat-Scra-" Hotshot looked over and paused when he noticed Cat-Scratch suddenly hiding under Ironhide, looking at the water that fell. She reverted into beast mode and her optics were glowing. Ironhide had a weird look on his face, before they all suddenly looked over as Sky-Byte busted out of the water and winced. "Fine, you win this round, Autobots; But be advised, we WILL be back!" He quickly got into shark mode and flew away.

"Sky-Byte!"  
>"Don't just LEAVE"<br>"Be a team player, would 'ja?"

The Predacons ran after him, leaving the Spychangers to watch in victory. Hotshot looked towards Cat-Scratch, who started padding away from the group once the water had stopped falling and started shaking her fur.

"Cat-Scratch…thank you for saving us, we're in your debt." He paused. "Are you alright?"

The cat looked over and leaned over to scratch her ear. "A little wet, but alright." She looked over to the side, a pleased look on her face when she saw about five fish in the sand that had fallen out of the water due to the large splash. "Well it's not exactly sushi, but it's close to-"

"Cat-Scratch where were you?" Rev took a slight step up, looking down at the cat. "I thought you were supposed to stay with Hotshot and Wars?"

"She WAS" Wars looked over to Rev, but then crossed his arms and glared at Cat-Scratch. "But then she takes her time about attacking…we sent you out first, you can't possibly tell me you've never fought before."

Cat-Scratch blinked and let a frown come to her face. "Well you try going a long ways without seeing something…" she muttered, rubbing her face with her paw. "Barru…Don't tell me you've never gotten distracted before"

"As a matter of fact I haven'-" Wars seemed to pause at a sudden memory and then crossed his arms. Crosswise looked from him to the cat. "Either way- you showed a good fight out there"

"Yeah, and we're glad you're ok" Rev nodded, looking over to Cat-Scratch. "We probably should get you back to the base, just in case you hurt yourself…"

"Aw you're so nice, Tori." Cat-Scratch went from frowning at Wars, to smiling at Rev. She transformed and faced the team. "But I can't go back to the team just yet, guys; I still have a responsibility to do!"

"What Responsibility? Optimus didn't give you a mission did he?" Mirage asked, looking somewhat confused. Cat-Scratch responded with a giggle. "No, silly…I have a new neko friend." She motioned towards the bushes on the top of the hill where Fife looked shaken from the display that had happened, but still curious enough to watch. Cat-Scratch smiled and looked back to the mechs. "I promised him some of Sushi, but he got away…besides, I really need to get him back home before his person gets worried."

"Well…that sounds ok" Ironhide looked over to Cat-Scratch. "Call us if anything goes wrong though."

"After you're done with him, you probably should get back to the base" Wars crossed his arms. "I personally wouldn't be as spree recovering from a fall like that."

"OK…oh- by the way" Cat-Scratch looked over to Rev with a curious look on her face. "You're 'accident'….are you sure that's what it's called? 'Cause Fife said- mph?"

Rev winced and quickly ran over to her and put his hand over her mouth. "Uh, can we discuss this in private, Cat-Scratch?"

Cat-Scratch paused, her optics wide with confusion, before she pulled away from Rev's grip out of instinct and blinked at the group. "Well sure." She replied, glancing to the side, then looking back and smiling. "But it'll have to be later" As she said that, she went back into Beast mode and started walking away from the team.

"Uh, Cat-Scratch; you know how to get back to the Base, don't you?" Crosswise asked as Cat-Scratch took the fish from the ground and looked back over to the blue mech. "'ourse I 'oo" She muttered. "wha' 'inda I'e'iot' who'n't?" With that, she turned and ran away, heading back for her furry friend waiting for her at the top of the hill.

Mirage took a moment and then looked to Rev with a confused look in his optics. "What is this 'accident' that she was-"

"Nothing." Rev looked away, with a small blush. "Nothing- um; don't we have to go back and report to Optimus?"

"I suppose so" Ironhide blinked and then looked to Mirage, who shrugged and walked over for Hotshot and Crosswise. Rev let out a breath and watched as Cat-Scratch disappeared back into the forest with the other cat, and then he turned to join the rest of the group…

Wars watched him for a while, before he himself transformed and did the same.

***HM***

"You know I'm starting to see why you're not at the top of your game, Mike." Lilly muttered, as she looked over the reports that were stacked on her brothers desk. It seriously looked like a mountain, all these papers. Most of them were about old things; Robberies, Speed chases, car wrecks. There were occasional new ones here and there…Lilly frowned and crossed her arms. "You do know, should Dad ever come into your office-"

"Yeah yeah yeah, I know" Mike grinned and sat back in his chair. "He'd ask me if I can't be more like Seth or Levon. Hey, I'm the fun one outta all of us! I gotta kick back, relax and-"

"Get yer lazy, good for nothing butt UP Mike!" A officer poked his head into the office and frowned. "Seth and Levon are here, and John's caught up in a suspect investigation." He glanced over and slightly waved at Lilly. "'ey there, Lil…"

"It's LILLY, to you, Richard." The girl muttered, crossing her arms and looking away.

"And it's RICK to YOU, baby sister" He mocked back with a scoff. "Comon, Levon wants to tell you something important."

"When dose he not?" Lilly growled, standing up and following the officer, Mike close behind. Going down the hall, she kept her arms crossed as they passed offices, lockers, a training room, other police officers. It was like BEING there just plain spat in her face…of course perfection wear badges doesn't it?

"OOFF!"

"S-Sorry-" Lilly paused and winced when she bumped into an Officer, making him spill all his files onto the floor. She quickly got down on the ground and started picking the scattered papers up. "My mistake, officer. My mind was in the clouds while I-" She paused as she looked up. The officer smiled and leaned down to help her. "No, My mistake, miss Lilly. I ran into you."

The girl flushed and stood up and found herself standing still, just holding onto the spilled papers without another word. Rick and Mike stopped, looking over to view the scene. "Hey there Ramon. Suckerin' more peeps into doin' your work for yah?" Mike asked, grinning and putting his hands on his waist. "Seth ain't gonna like that."

"Your brother won't have to worry about my work" Ramon replied with the slightest of smiles on his face. He casually took his papers from Lilly's arms and smiled at her, before he looked back to her brother. "Your work on the other hand…is another story entirely."

"Aw burn" Mike grinned, before Rick cast a quick glare in his direction, before looking back at the other officer. "If you'll excuse us, lieutenant. We've got a meetin' to get to." "Of course. I've got work and files to fill out anyways, possibly even a briefing with the stiff neck himself." Ramon smiled and left the group, leaving them to start to get back. Lilly stayed still for a moment, watching the officer leave; before she quickly shook it off and followed her brothers. After a while, they were in one of the upstairs offices, going into a room with two more officers.

One of the officers was at his desk, typing, while the other was looking over a file, who looked up upon their arrival and smiled. "Lilly." He greeted, placing his work down, walking over and placing a kiss on the girl's forehead, wrapping his arms around her in a small hug. "How's my favorite little sister?"

"Your ONLY sister is fine" Lilly replied in a somewhat defeated sigh. She looked back up and crossed her arms as he let go of her and looked over the room slightly. "Levon…just to let you know, it's almost December…and it's not getting any warmer outside…so whatever you guys want, can we PLEASE make it fast? I've got to check three more stations, then I got to get back to the Main station and pick up Fife so we can go home…"

"This won't take long" Levon nodded slightly, before looking over towards the officer at the desk, who stood up, a friendly smile on his face. "Seth, you want to give her the present now, or after our discussion?"

"We'll save the best for last." Seth replied, a serious look slowly making itself to his face, before looking over towards Mike. "Shut the door, wouldja?" he asked. Rick looked over towards Mike, who nodded and did as told. "Wanna make sure no one hears you yell at you, eh?" Rick muttered, his back against the wall, arms crossed.

Lilly shot Rick a look before she looked back to her other brothers. "So John's away on some task…but I'm SURE since he's a part of this 'lovely' family, he'd be agreeing with every word you're about to tell me."

"Come on, Lilly. Don't be that way" Seth replied, with the smallest of head tilts. "First off, I want to know why you won't keep in contact with us as much as we would like you to."

Lilly frowned and slowly took out her necklace from within her sweater and dangled it slightly. "Because I'm tired of talking about this thing, and how it would be a good idea to tell the Autobots about it, or how I need protection with this thing on." She released the necklace and let it hang on her neck as she crossed her arms. "Besides…I don't need to hang around you and all your…glory" She paused and started to take off her sweater. "Sheesh, do you have the heat on 90 or something?"

"hmm…" Seth was silent for a moment, before he frowned. "Lilly…"

"Look, you know if I take it off and leave it, it'll just -…I CANT. GET. RID. OF. IT!" she growled, laying her sweater on the chair beside her, and trying to straighten her tee shirt. She looked back at her brother with a frown on her face. "I wish I could get rid of it, but I can't."

"I know…but still, Lil, I'd really like it if you would agree to let us send some officers to the train station every now and again to check on you." Seth muttered in a very calm voice, the slightest of concern in his eyes. Levon looked over, having the same look. "Like you said, you ARE our only sister. We don't want you hurt."

"You don't have to worry about me." Lilly looked away and frowned. "I'm the owner of several stations. I'm surrounded by basic security every day."

"Basic guards are different. They can't protect you from the Predacons, should they ever find that thing." Levon frowned, trying his best to sound convincing. "You know sooner or later, especially with the battles that they have around the world, that that thing will be discovered…and you'll be a likely target."

"We don't want 'cha hurt, Lil." Rick muttered, looking over. "You're not an officer, you're a dancer."

"Yeah, I wonder who's fault that is." Lilly growled, looking over at the officer, her fists clenched. He scoffed and looked away, a frown on his face. Lilly finally looked back at Seth and Levon and frowned. "Look, I can handle myself, ok? I don't need a bunch of police making my station cramped…mind you, You know how much I appreciate Policemen, Firefighters, Ems…but think about it! If people saw so many police at the stations, they would think that something was up, and I could possibly lose profits for my trains by intimidation alone"

"Point taken" Seth looked to the side, and then looked back to Lilly. "Then at least let me tell Prowl, then he can tell Optimus, and maybe the Bullet trains could-"

"NO" Lilly frowned and slammed her hands down on her brother's desk. "Look, I love you all. But I am NOT having an Autobot stay in the main station! I don't want to be dragged into their affairs."

"For all you know, they may just try getting the pendant from you and then leaving you entirely alone." Levon tried to reason, taking a step up and putting his hands on her shoulders. "I don't understand why you don't like them."

"I DO like them! In fact I wish I could see Rail Racer up close- well- far away really" Lilly smacked his hands away from her and frowned. "But I'm AFRAID, ok? They would never see me, they would see the PENDENT. I don't need a bunch of Autobots treating me like a helpless little girl, no I get that enough from YOU!" She finally let out a breath, turned and walked out of the room, going down the stairs and finally going clean out of the doors. After a while she finally slowed down enough to glance behind at the building she was walking away from.

She finally just stopped and leaned against a police car, rubbing her arms. Oh great, she left her sweater in there…looking back upwards towards the building, she frowned and scoffed. "Those jerks have no idea how good they got it…the looks, the responsibility…the favor" Lilly started to leave the perimeter before she paused, letting a police car and a Tow-Truck go by.

"She LEFT you? Oh I'm going to give her a Side Burn sized Lecture as soon as she gets home!...'scuse me ma'am…" The police car went by slowly. "Tow-Line did you contact her once you found out she was gone?"

"Well I tried, but I have no idea what her frequency is!..." The Tow-Truck stopped for a moment beside Lilly. "You know, you should really put a jacket on honey…" He paused and seemed to recall something. "OH! And she was talking to Excellion! I thought he was a bad guy!"

"He IS!"

Lilly winced and slowly walked away…before she was without of their eyesight and made a break for it, the sound of the ticked Autobots bickering behind her. "This really has to stop…I wish I could agree with Seth, but I really don't want to be 'the human with the Autobot thingie'. I've had enough of being seen for what I have and not who I am." She rounded a corner and finally slowed to a stop, rubbing her arms from the cold. "I'm not sure anyone can really convince me that Autobots see humans above anything than helpless little…children."

Lilly shivered and continued down the road. "Once I get to the next station, I'm just going to take the train…"

***DC***

Astrotrain sped along the train tracks, trying to see if he could get a pin on any of the Bullet trains. He wasn't too certain, but if he could pin point one of them, maybe he could find the base from one of them. He personally wanted to find Rapid Run…the guy had the biggest mouth, and he REALLY wanted to smack it with his fist! The Decepticon glanced towards the water and watched it sparkle.

_Excellion would like this view. It is kinda fantastic if you really look at it- WHAT am I saying?_ Astrotrain groaned and scoffed. _I'm starting to sound like my deadbeat brother. _He sped across the tracks in a faster motion…he seemed to be gaining on some structure in the distance…he was coming back to the city. Are you serious? Three megacycles and he hadn't found one Autobot…sheesh. Well might as well pass time since that grouch Scourge had sent him on this wild bot chase.

"Astrotrain, transform!" The dark train twisted and turned, before his towering form landed beside a mid-sized building. He frowned and took out his blaster…and fired rapidly.

***ABHQ***

"I don't care if Grimlock thinks that it should go straight, Wedge. I'm telling you, the humans set up a water maim there, and if you tamper with that, not only will you flood the space bridge; you'll flood the city along with it!" T-Ai crossed her arms and frowned. "Hightower should have a map of the underground schematics, are you sure it doesn't have that?"

"I'm telling you, T-Ai; I don't even think this is the right map" Wedge replied, holding up a holographic up to the screen. "It doesn't even LOOK like Metro City; it looks like it belongs in Tokyo of all places!"

"I'm positive! You've got it UPSIDE DOWN" T-Ai pointed to the screen. "Who put that in? Heavy Load?"

"Huh?" The entire Build team seemed to pause and fiddled with the disk…and turned it back on.

"Well I'll be darned" Heavy Load muttered sheepishly.

T-Ai frowned, before something caught her eye, and she pulled up a screen…and gasped sharply. "Oh no-…Optimus! Astrotrain is attacking the middle school! Not only that, but School's in SESSION!"

"What!" Optimus looked over and was quick to look over the screen. Sure enough, the screen showed a picture of the large dark train firing on the building randomly, looking board as he did so. Children and teachers were spilling out of the structure, and it looked like the building was starting to catch on fire. "That's where Koji and his friends go to school!" The leader growled and looked over to T-Ai. "Get me the bullet trains and the Autobot brothers. I will NOT have those children harmed by that battle hungry 'con!"

"Right away Optimus!" T-Ai looked over as Optimus transformed and speed out of the base, before turning to the computer. "Emergency! Emergency! Autobot Brothers, report! Team Bullet Train, report! Astrotrain is attacking Metro City middle school!"

"He's doin' WHAT? GRR when Ah Get muh hands on that 'ombre, he'll be all black and blue!"  
>"I'm on my way, T-Ai! That lawbreaker won't hear the end of it from me!"<br>"Aw- I'm in the middle of a dat- A SCHOOL? Why that little!"  
>"I copy T-Ai! Midnight! Rapid-Run! Let's show this creep what REAL trains can do!"<br>"I'm down with that!"  
>"Alright, let's go!"<p>

T-Ai wasn't surprised by the reaction. No real bot would dare hurt innocent children. She frowned as she looked back at the monitors…it looked like Excellion was homing in on Astrotrain…oh great, now there were TWO of them. She growled slightly. What kinda idiot attacked CHILDREN?

***DC***

"Deck the halls with guns and glory fa la la la la la la la la…" Astrotrain muttered more to himself than anyone else, as he fired a few warning shots at the humans that were scattering around on the school grounds.

Koji, among the kids in the crowed, stopped for a brief moment to try and grab his communicator. "I've got to tell Optimu- OOFF!" He yelped as he tripped and found himself on the ground. Wincing, he sat up and held his arm in pain.

"Koji look out!" Karl ran over and tried to help him up, before they both looked over as Astrotrain continued to fire stray shots at the children and the teachers…none of them hit…he really wasn't aiming. He looked like he was just having a good time watching them scatter like sheep. The train grinned and chuckled. "Excellion, are you hear yet? You really got to see this."

"I'm not sure why you want me in such a hurry. Are you under attack?"  
>"no"<br>"Did you find the Autobot base?"  
>"No."<br>"…well then I wouldn't be knowing what you want."  
>"Just get here and you'll see." Astrotrain turned off his communicator and grinned, looking down. "lesse…how about- wha?" He turned his head when he noticed two boys throwing junk at him…such as a fire axe, a fire extinguisher…and the other boy was actually spraying him with water from a fire hose. "Oh you have GOT to be kidding me" Astrotrain grinned and brought up his foot and positioned it over the two boys.<p>

ZAP!

"YEAOW!" Astrotrain was hit by a sudden shockwave on his mid section and was sent backwards, crashing into the deserted playground. He growled and looked up slightly and growled…Ray-Night was standing on the other side of the playground, panting. She had two strange blasters in her hands and they were smoking from the power that had escaped them. Ray-Night quickly looked towards the children to make sure they were alright, before looking back to Astrotrain. "Leave these kids alone…they didn't DO anything to you!"

"Oh spare me." Astrotrain stood up and faced the femme. "Don't you think you're a little…I dunno…SMALL to be challenging me, girl? I thought I told your train friends to keep you out of my way."

"I will stay out of your way, when you leave these children be." Ray-Night responded, taking a few steps back.

"Oh please. Why would I care about the fate of children?" He pointed his gun at the two boys and fired.

Ray-Night gasped and quickly ran for the two, making a front flip and snatching them into her hands. She landed roughly and winced as she got up. That guy was STRONG! Ray-Night opened her hands and let out a sigh of relief before gently setting them down. "Koji…I'm so glad you and your friend are safe" She breathed.

"Thanks to you" Koji replied with a smile on his face. Karl grinned for a moment, before he suddenly pointed. "Hold on! Look out behind you!"

"wha?" Ray-Night had no time to react, before she was sent sprawling away as Astrotrain backhanded the femme harshly. She grinded to a halt before she transformed into vehicle mode and turned. "I won't let you hurt these kids with your black spark, Astrotrain." As she said that, her armor suddenly turned black as she sped up for the train. Astrotrain chuckled and waited for her. "You know something, you're kinda cute…you really think you can beat me" That much said, he grabbed her and suddenly shot her away, forcing her into robot mode once again. Her armor went back to purple, but it did get banged up as she slid to a stop.

"Ray-Night!" Koji took a few steps up, before he and Karl looked over as Astrotrain charged up his energy cannon.

"WHAT ARE YOU DOING?"

A sudden blast knocked Astrotrain's blaster away and the train looked over in sudden annoyance…Excellion stood a ways away, his gun smoking and his demeanor tense. He looked up and suddenly pointed at the train. "You're picking on GIRLS and CHILDREN! Have you no honor? Save your fight for the Autobots!"

"In case you haven't realized, Brother, this girl IS an Autobot!"

"I see no Autobot insignia on her."

As the two Decepticons argued, the two boys ran over for Ray-Night who was slowly sitting up, putting a hand to her head. "Ray-Night, you ok?" Koji asked franticly, earning the attention of the femme.

"I suppose" Ray-Night looked from each of the boys. "Koji…who is this?"

"This is Karl, my best friend" Koji looked over to the other boy, who grinned and nodded. "Hi! Nice to meet you!"

"My pleasure" Ray-Night smiled and quickly looked up as a series of space bridges suddenly opened, and then poured out with Autobots. Optimus…The Autobot Brothers, and Team Bullet train spilled out and immediately transformed.

"I will not allow you to attack Small Children, Astro-…wha-" Optimus started to yell, before he paused at noticing the scene.

"I'm telling you, If you do this again, I'll have no choice but to run you out!" Excellion pointed at Astrotrain. "These Children are innocent. You want to fight? Find an Autobot!"  
>"You do not command me, brother. I will attack what I choose" Astrotrain growled back.<br>"Have some honor! Fight someone your own size!" Excellion argued…he was cut off when blasts were suddenly fired at them and he turned quickly, just to see the Autobot brothers and the trains quick to fork out punishment on the Decepticons…particularly Astrotrain. Excellion frowned and whipped out his blaster. "I'm HAVING a conversation with my brother!" He snarled, firing a flare beam at the Autobots, causing them to shield their optics.

As the light disappeared, Optimus slowly looked up…just to see the two vehicles retreating at a good pace. As they left, he thought he heard Excellion tell Astrotrain 'never mess with children again'. He seemed to be…perplexed.

"Ray-Night!"

Quickly the Autobot looked over towards the other scene; Rail Spike, being the gentlemech that he was, was helping the femme up, while Prowl and X-Brawn were standing by the femme and the kids.

"Ray-Night, are you alright? Those Decepticons didn't hurt you, did they?" Prowl asked, looking her over, then looking over towards the boys. "Are you boys alright?"

"We're cool, Prowl" Koji replied, looking over. Karl looked from Prowl to Koji. "Yeah, Ray-Night's the one who got hit by that blast."

"Blast?" X-Brawn looked down. "You saved these boys? Way tah go, darlin'!"  
>"She seems to have some damage though" Rail Spike observed, setting a hand on the femme's back, who looked up at the larger mech curiously. The train smiled at her and motioned to X-Brawn. "He'll make sure you get your repairs done. We wouldn't want you hurt."<p>

"really? Why?" Ray-Night paused as she looked over to Prowl.

"You're our friend, and fellow Autobot." He replied. "Of course we care about you."

Ray-Night paused and blushed lightly. That was…praise from him? She really didn't think he could-

"But I must say…you are in BIG trouble missy!" The officer suddenly pointed at her and veined. "You disobeyed a direct order, and went AWOL!"

Ray-Night winced and took a step back. "I'm sorry- I didn't mean…"

"We'll discuss this back at the base"  
>"Aw common, Prowl" X-Brawn looked over. "Cut 'er some slack, would'ja?"<br>Prowl looked over to X-Brawn and then crossed his arms, letting off a moan as he turned and headed for Side-Burn, who was taking the boys back to the demolished playground…the school was intact though.

Karl seemed to look back, before he and Koji continued on with Side Burn, going back to the shaken schoolmates…it seemed as if the faculty was ready to go ahead and cancel school for the rest of the day, due to the upset.

Ray-Night was perplexed…before she looked over to X-Brawn. "Am I-…really an Autobot?"

"Sure yah are. Don't listen tah Prowl, he ain't exactly the best with patience." X-Brawn comforted, his optics smiling. "He's sometimes a Wankus…"  
>"You can say that again" Rapid Run shook his head slightly, then looked to Ray-Night. "Dun worry. As long as you keep doin' what's right, you're an Autobot!"<p>

Keep doing what's right…then why do I always do everything wrong? Ray-Night looked to the side and let off a sigh, before she followed Rail-Spike into the space bridge…

***TS***

A few hours later, Rail-Spike was back at his post in the train Station, reflecting on Optimus' words back at the base. It really did seem like Excellion was struggling with himself…unlike the other Decepticons who had tried that trick on Optimus a month ago.

_"We have to try and reach Excellion's spark" Optimus had said… "Try to reawaken the Autobot within him…"_

"Ah good evening Rail-Spike" Midnight-Express slowly came to a halt as he got back from his last round and got ready for the evening. It was about time he could cool his tires. "And how goes the bustle today?"

"Not sure, I keep thinking about what Optimus said back at the base." Rail-Spike replied in a distant tone. He seemed to catch it and made himself more alert to his teammate. "I'm trying to figure out if there's really a way Excellion could even be good in the first place."

"Well…he does come from our pods…do you suppose, by some miracle the programming had started before Megatron had put his spark energy into the pod Excellion was in?"

"It's possible…but right now it isn't probable." The older mech seemed to think for a minute. "There must be some kind of way that we can give him a test…similar to what Side Burn did to the Decepticons."

"Do you really think that would be effective?"  
>"…I'm not sure…huh?" Rail-Spike and Midnight seemed to get quite as Lilly took a few steps inside, rubbing her bare arms from the cold. She looked around in anticipation…didn't she hear something while she was coming in?...probably not. With a sigh, she started to head over for the office, before she heard a strange sound coming from the tracks…Looking behind her…she had to stop and stare…<p>

Cat-Scratch padded down the tracks and jumped up on one of the platforms, setting Fife down and looking around. "OK, is THIS the right station?"

A meow from the cat, and he ran towards Lilly and promptly started rubbing up against the boss's legs. Lilly, however, was shocked at the sight of this new…'Predacon' she was looking at. She slowly started to reach for her flashlight…in mild anticipation that she would…probably throw it at this thing.

"Hi!" Cat-Scratch smiled and padded over gently. "Are you Lilly?"

"Y-…Yeah"

"Fife told me all about you! He says you're nice." She titled her head and smiled. "I think you're pretty!"

"Wha-…T-Th-Thank you…" Lilly winced at how meek she was…Sheesh…this was just like earlier with Prowl. But…this was a Predacon…right?

"I'm Cat-Scratch…Oh- I'm sorry, are you afraid of me?" Cat-Scratch winced and took a step back and finally sat on her haunches. "Don't worry, I'm an Autobot! And your Fife is my new friend"

"Wait-" Lilly looked from Fife to Cat-Scratch. "How do you know his name?"

"He told me" The Autobot tilted her head slightly and seemed confused. "I'm a cat…I speak cat…"

Lilly seemed to have trouble processing this…so- wait…some large cat suddenly waltzes into her train station, claims she's an Autobot and…can talk to cats?

"Oh cool! Are you friends with Rail-Spike?"

"What?" Lilly looked up towards the cat, who was looking past her and smiling. The girl paused and slowly looked behind her towards…J-5? With a wince, the smallest of blushes of embarrassment came to her face. He-…He HEARD me argue with Sid?

"Well whoever's a friend of the Autobots is a friend of mine" Cat-Scratch looked back down and smiled. "Besides! You're nice and pretty! Would you mind if I was you're friend?"

"Me? Pretty?" She seemed flattered for the smallest moment, before she suddenly caught herself. Lilly looked back over to Cat-Scratch and paused, not really sure of what to say. "Uh- well I-"

"Cool!" Cat-Scratch stood up on her legs and stifled a yawn. "I hate to leave so quickly, but Tori wanted me at base. Maybe I can get to know you tomorrow?"

"…I…don't know…Cat-Scratch…" Lilly looked over and winced…this Autobot was…strangely cute…but-... "Please excuse me…" She picked Fife up and slowly went towards her office. For a moment she paused and looked back towards the cat…she was still smiling. Lilly let off a small smile of her own, before she went inside. Cat-Scratch watched her go and disappear into the building, before she put a paw up and exhaled, smelling her breath. "…muh…must be the fishies…I'll chew on mint next time." Cat-Scratch quickly scratched her ear, turned and ran off…

"…Sometimes I wonder If that cat will ever calm down" Midnight observed, watching her go.  
>"No kidding…I get the feeling she's going to be unintentional trouble." Rail-Spike replied with the smallest of chuckles.<p>

*****Author*****

**If anyone has any ideas, I'm game. Much obliged to ****Memmi**** for the fresh review! ^^ And Thanks to all who review!**** It boosts Morale!**


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